Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

I am pleased to invite you to our annual meeting to be held on Thursday, May 2, 2013, in the O.J. Miller Auditorium located at 526 South
Church Street in Charlotte, North Carolina.

As
explained in the enclosed proxy statement, at this year's meeting you will be asked to vote (i) for the election of directors, (ii) for the ratification of the selection of the
independent public accountant, (iii) for the approval, on an advisory basis, of Duke Energy Corporation's named executive officer compensation, (iv) for the amended
Duke Energy Corporation Executive Short-Term Incentive Plan, (v) against two shareholder proposals and (vi) to consider any other business that may properly come
before the meeting.

We have made significant changes to our proxy statement

This year, we have made improvements to our proxy statement including the addition of a proxy summary beginning on page 7, and the addition of
certain charts and illustrations to help better explain our corporate governance and compensation programs and objectives. With this document, our aim is to communicate with you the matters to be
addressed at the meeting in a way which is simple and straightforward.

Your vote is important  exercise your shareholder right and vote your shares right
away

Please turn to page 13 for the instructions on how you can vote your shares over the internet, by telephone or by mail. It is important that
all Duke Energy shareholders, regardless of the number of
shares owned, participate in the affairs of the Company. At Duke Energy's last annual meeting, in May 2012, approximately 84 percent of the Company's shares were represented in person or
by proxy.

We
hope you will find it possible to attend this year's annual meeting, and thank you for your continued interest in Duke Energy.

PARTICIPATE IN THE FUTURE OF DUKE ENERGY CORPORATION, CAST YOUR VOTE RIGHT AWAY

It is very important that you vote to play a part in the future of Duke Energy. New York Stock Exchange ("NYSE") rules state that if your shares are held
through a broker, bank or other nominee, they cannot vote on your behalf on non-discretionary matters.

Please
cast your vote right away on all of the proposals listed below to ensure that your shares are represented.

Shareholder proposal regarding an amendment to our organizational documents to require majority voting for the election of directors

Page 71

AGAINST

Do not count

Vote against

Majority of shares present

Vote right away

Even if you plan to attend this year's meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans
change. Whether you vote by internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

By internet using your computer

By telephone

By mailing your
proxy card

Visit 24/7
www.proxyvote.com

Dial toll-free 24/7
1-800-690-6903
or by calling the
number provided
by your broker, bank
or other nominee if your shares are not registered in your name

This proxy statement was first made available to shareholders on or about March 21, 2013.

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain
all of the information that you should consider. You should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to help you find further information in this
proxy statement.

Eligibility to Vote (page 12)

You can vote if you were a shareholder of record at the close of business on March 5, 2013.

How to Cast Your Vote (page 13)

You can vote by any of the following methods:

By internet using your
computer

By telephone

By mailing your
proxy card

In person

Visit 24/7
www.proxyvote.com

Dial toll-free 24/7
1-800-690-6903
or by calling the
number provided
by your broker, bank
or other nominee if your shares are not registered in your name

Cast your ballot, sign
your proxy card and
send free of postage

At the annual meeting: If you are a shareholder of record, you may be admitted to the meeting by bringing your proxy card or, if your shares are held in the name of a broker, bank or other nominee, an
account statement or letter from the nominee indicating your ownership as of the record date.

Business Highlights

Duke Energy's regulated utility operations provide electricity to 7.2 million customers located in six states in the Southeast and Midwest United
States, representing a population of approximately 12 million people. Our non-regulated businesses own and operate diverse power generation assets in North America and Latin
America, including a growing portfolio of renewable energy assets in the United States. Duke Energy operates in the United States, primarily through its direct and indirect wholly-owned
subsidiaries, Duke Energy Carolinas, LLC; Progress Energy Carolinas, Inc.; Progress Energy Florida, Inc.; Duke Energy Ohio, Inc.; Duke Energy Kentucky,
Inc.; and Duke Energy Indiana, Inc., as well as in Latin America through Duke Energy International, LLC.

Chairman and CEO of Cinergy Corp. prior to its merger with Duke Energy Corporation

Lynn J. Good

53

Executive Vice President and Chief Financial Officer

2009

President, Commercial Businesses of Duke Energy Corporation from November 2007 until July 2009; Treasurer of
Duke Energy Corporation from April 2006 until November 2007; Executive Vice President and Chief Financial Officer of Cinergy Corp. prior to its merger with Duke Energy Corporation

Marc E. Manly

61

Executive Vice President and President, Commercial Businesses

2012

Chief Legal Officer of Duke Energy Corporation from April 2006 until December 2012; Executive Vice President and Chief Legal
Officer of Cinergy Corp. prior to its merger with Duke Energy Corporation

Dhiaa M. Jamil

56

Executive Vice President and President, Duke Energy Nuclear

2013

Chief Nuclear Officer of Duke Energy Corporation from 2008 until March 2013; Chief Generation Officer of Duke Energy
Corporation from July 2009 until March 2013; Senior Vice President, Nuclear Support, Duke Energy Carolinas, LLC from January 2007 to July 2009

*

Other Named Executive Officers include the following individuals who are no longer employed by Duke Energy: William D. Johnson,
Jeffrey J. Lyash, John R. McArthur and Mark F. Mulhern.

We will convene the annual meeting of shareholders of Duke Energy Corporation on Thursday, May 2, 2013,
at 10:00 a.m. in the O.J. Miller Auditorium located at 526 South Church Street in Charlotte, North Carolina.

The purpose of the annual meeting is to consider and take action on the following:

A shareholder proposal regarding shareholder action by written consent;

6.

A shareholder proposal regarding an amendment to our organizational documents to require majority voting for the election of directors; and

7.

Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting).

Shareholders
of record as of the close of business on March 5, 2013, are entitled to vote at the annual meeting. It is important that your shares are represented at
this meeting.

This
year we will again be using the Securities and Exchange Commission rule that allows us to provide our proxy materials to our shareholders via the internet. By doing so, most of our
shareholders will only receive a notice containing instructions on how to access the proxy materials via the internet and vote online, by telephone or by mail. If you would like to request
paper copies of the proxy materials, you may follow the instructions on the notice. If you receive paper copies of the proxy materials, we ask you to consider signing up to receive these
materials electronically in the future by following the instructions contained in this proxy statement. By delivering proxy materials electronically, we can reduce the consumption of
natural resources and the cost of printing and mailing our proxy materials.

Whether
or not you expect to be present at the annual meeting, please take time to vote now. If you choose to vote by mail, you may do so by marking, dating and signing the proxy card and
returning it to us. Please follow the voting instructions that are included on your proxy card. Regardless of the manner in which you vote, we urge and greatly appreciate your prompt
response.

Shareholder proposal regarding an amendment to our organizational documents to require majority voting for the election of directors

Page 71

AGAINST

Do not count

Vote against

Majority of
shares
present

Who can vote?

Holders of Duke Energy's common stock as of the close of business on the record date, March 5, 2013, are entitled to
vote, either in person or by proxy, at the annual meeting. Each share of Duke Energy common stock has one vote.

By Proxy  Before the annual meeting, you can give a proxy to vote
your shares of Duke Energy common stock in one of the following ways:

By internet using your computer

By telephone

By mailing your proxy card

Visit 24/7
www.proxyvote.com

Dial toll-free 24/7
1-800-690-6903
or by calling the
number provided
by your broker, bank
or other nominee if your shares
are not registered in your name

Cast your ballot,
sign your proxy card
and send free of postage

The telephone and internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your
instructions have been properly recorded. If you wish to vote by telephone or internet, please follow the instructions that are included on your notice.

If
you mail us your properly completed and signed proxy card, or vote by telephone or internet, your shares of Duke Energy common stock will be voted according to the choices that you specify.
If you sign and mail your proxy card without marking any choices, your proxy will be voted:



FOR the election of all nominees for director;



FOR the ratification of Deloitte & Touche LLP as
Duke Energy's independent public accountant for 2013;



FOR the approval, on an advisory basis, of Duke Energy's named
executive officer compensation;



FOR the approval of the amended Duke Energy Corporation Executive
Short-Term Incentive Plan;



AGAINST the shareholder proposal regarding shareholder action by written
consent; and



AGAINST the shareholder proposal regarding an amendment to our
organizational documents to require majority voting for the election of directors;

We
do not expect that any other matters will be brought before the annual meeting. However, by giving your proxy, you appoint the persons named as proxies as your representatives at the annual
meeting.

In Person  You may come to the annual meeting and cast your vote there. You may be admitted to the meeting by bringing your proxy card
or, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on
March 5, 2013.

May I change or revoke my vote?

Yes.
You may change your vote or revoke your proxy at any time prior to the annual meeting by:



notifying Duke Energy's Corporate Secretary in writing that you are revoking your proxy;



providing another signed proxy that is dated after the proxy you wish to revoke;



using the telephone or internet voting procedures; or



attending the annual meeting and voting in person.

Will my shares be voted if I do not provide my proxy?

It
depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a
proxy or vote in person at the meeting.

Brokerage
firms generally have the authority to vote customers' unvoted shares on certain "routine" matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can
vote your shares for the ratification of Deloitte & Touche LLP as Duke Energy's independent public accountant for 2013 if you do not timely provide your proxy because this matter
is considered "routine" under the applicable rules. However, no other items are considered "routine" and may not be voted by your broker without your instruction.

If I am a participant in the Duke Energy Retirement Savings Plan, the Progress Energy 401(k) Savings & Stock Ownership
Plan or the Savings Plan for Employees of Florida Progress Corporation, how do I vote shares held in my plan account?

If
you are a participant in any of the plans listed above, you have the right to provide voting directions to the plan trustee, by submitting your proxy card, for those shares of Duke Energy
common stock that are held by the plan and allocated to your account. Plan participant proxies are treated confidentially.

If
you elect not to provide voting directions to the plan trustee, the plan trustee will vote the Duke Energy shares allocated to your plan account in the same proportion as those shares held
by the plan for which the plan trustee has received voting directions from other plan participants. The plan trustee will follow participants' voting directions and the plan procedure for voting in
the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

Because
the plan trustee must process voting instructions from participants before the date of the annual meeting, you must deliver your instructions no later than April 29, 2013.

What constitutes a quorum?

As
of the record date, 705,473,667 shares of Duke Energy common stock were issued and outstanding and entitled to vote at the annual meeting. In order to conduct the annual meeting, a majority
of the shares entitled to vote must be present in person or by proxy. This is referred to as a "quorum." If you submit a properly executed proxy card or vote by telephone or on the internet, you will
be considered part of the quorum. Abstentions and broker "non-votes" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" is not,
however, counted as present and entitled to vote for purposes of voting on individual proposals other than ratification of Deloitte & Touche LLP as Duke Energy's independent public
accountant. A broker "non-vote" occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under
NYSE listing standards, does not have discretionary authority to vote on a matter.

What vote is needed to approve the matters submitted?



Election of Directors.
Directors are elected by a plurality of the votes cast at the meeting, subject to the Board of Directors' policy regarding resignations for directors who do not receive a majority of 'FOR' votes.
'Plurality' means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Abstentions and broker
non-votes will have no effect on the outcome of the vote for this proposal. If any nominee does not receive a majority of "FOR" votes, such nominee is required to submit his or her
resignation for consideration by the Board of Directors.



Ratification of Deloitte & Touche LLP as Duke Energy's independent public
accountant for 2013. The affirmative vote of a majority of the shares present and entitled to vote at the annual meeting is required to approve this proposal. Abstentions will
have the same effect as votes against this proposal. Broker non-votes will have the same effect as votes for this proposal.



Approval, on an advisory basis, of Duke Energy's named executive officer
compensation. The affirmative vote of a majority of shares present and entitled to vote at the annual meeting is required to approve this proposal. Abstentions will have the
same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.



Approval of the amended Duke Energy Corporation Executive Short-Term Incentive
Plan. The affirmative vote of a majority of shares present and entitled to vote at the annual meeting is required to approve this proposal. Abstentions will have the same effect
as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.



Shareholder proposal regarding shareholder action by written consent. The
affirmative vote of a majority of the shares present and entitled to vote at the annual meeting is required to approve this proposal. Abstentions will have the same effect as votes against this
proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.



Shareholder proposal regarding an amendment to our organizational documents to require majority
voting for the election of directors. The affirmative vote of a majority of the shares present and entitled to vote at the annual meeting is required to approve this proposal.
Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote for this proposal.

Who conducts the proxy solicitation and how much will it cost?

Duke Energy
is requesting your proxy for the annual meeting and will pay all the costs of requesting shareholder proxies. We have hired Georgeson Inc. to help us send out the proxy
materials and request proxies. Georgeson's fee for these services is $21,000, plus out-of-pocket expenses. We can request proxies through the mail or personally by telephone,
fax or other means. We can use directors, officers and other employees of Duke Energy to request proxies. Directors, officers and other employees will not receive additional compensation for
these services. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation
material to the beneficial owners of Duke Energy common stock.

The Board of Directors of Duke Energy has nominated the following 16 candidates to serve on the Board. We have a declassified
Board of Directors, which means all of the directors are voted on every year at the annual meeting.

If
any director is unable to stand for election, the Board of Directors may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a
substitute director. We do not expect that any nominee will be unavailable or unable
to serve. The Corporate Governance Committee, comprised of only independent directors, has recommended each of the current directors as nominees for director and the Board of Directors has approved
their nomination for election.

Age: 70Director of Duke Energy or its predecessor companies since
2005
Chairman, President and Chief Executive Officer
Barnet Development Corporation

Skills and Qualifications:



Mr. Barnet's
qualifications for election include his management experience, his understanding of Duke Energy's South Carolina service territory, and his knowledge of finance and risk management.

Committees:



Finance and Risk
Management Committee



Regulatory Policy
and Operations Committee

Other current public directorships:



None

Mr. Barnet has served as Chairman, President and CEO of Barnet Development Corporation since 1990 and had served as Chairman, President and CEO of the Barnet Company Inc. from 2001 until its dissolution in 2011. Both companies are real
estate and investment firms. Mr. Barnet served two terms as mayor of Spartanburg, S.C. and is a former director of Bank of America. In March 2006, Mr. Barnet was named as a Trustee of the Duke Endowment.

G. Alex Bernhardt, Sr.

Independent Director Nominee

Age: 69Director of Duke Energy or its predecessor companies since
1991
Chairman
Bernhardt Furniture Company

Skills and Qualifications:



Mr. Bernhardt's qualifications for election include his management experience and his knowledge and understanding of industry in Duke Energy's North Carolina service territory.

Committees:



Audit Committee



Nuclear Oversight
Committee

Other current public directorships:



None

Mr. Bernhardt has been associated with Bernhardt Furniture Company, a furniture manufacturer, since 1965. He has served as Chairman since 1996 and a director since 1976. Previously he served as President from 1976 until 1996 and CEO from 1996
until 2011. Mr. Bernhardt is a director of Communities In Schools and the North Carolina Nature Conservancy.

Michael G. Browning

Independent Director Nominee

Age: 66Director of Duke Energy or its predecessor companies since
1990
Chairman and President
Browning Investments, Inc.

Skills and Qualifications:



Mr. Browning's
qualifications for election include his management experience and his knowledge and understanding of Duke Energy's Midwest service territory. Mr. Browning's financial and investment background adds a valuable perspective to the Board and
its committees.

Committees:



Audit Committee



Corporate
Governance Committee



Finance and Risk
Management Committee

Other current public directorships:



None

Mr. Browning has been Chairman and President of Browning Investments, Inc., a real estate development firm, since 1981. He also serves as owner, general partner or managing member of various real estate entities. Mr. Browning is a
former director of Standard Management Corporation, Conseco, Inc. and Indiana Financial Corporation.

Age: 68Director of Duke Energy or its predecessor companies since
2006
Chairman and Chief Executive Officer
Sonoco Products Company

Skills and Qualifications:



Mr. Deloach's
qualifications for election include his first-hand knowledge of the economic and business development issues facing the communities we serve, his experience leading a public company with global operations and his understanding of Duke Energy's
South Carolina service territory.

Committees:



Corporate
Governance Committee



Nuclear Oversight
Committee

Other current public directorships:



Sonoco Products
Company



Goodrich
Corporation

Mr. DeLoach has served as Chief Executive Officer of Sonoco Products Company, a manufacturer of paperboard and paper and plastic packaging products, since July 2000. Mr. DeLoach has been Chairman of the Sonoco Products Board of Directors
since April 2005. Prior to joining Sonoco Products in 1986, Mr. DeLoach was in private law practice and served as an outside counsel to Sonoco Products for 15 years.

Mr. DeLoach has announced his plan to retire as Chief Executive Officer of Sonoco Products as of March 31, 2013. He will remain as Executive Chairman.

Mr. DiMicco's
qualifications for election include his management experience, including Chief Executive Officer of a Fortune 500 company and successfully operating a company serving many constituencies. In addition, Mr. DiMicco's experience as Chief Executive
Officer of a large industrial corporation provides a valuable perspective on Duke Energy's industrial customer class.

Committees:



Compensation
Committee



Corporate
Governance Committee

Other current public directorships:



Nucor
Corporation

Mr. DiMicco served as President and Chief Executive Officer of Nucor Corporation, a steel company, from 2000 until December 31, 2012. He has been a member of the Nucor Board of Directors since 2000 and has served as its Chairman since 2006.
Mr. DiMicco is a former chair of the American Iron and Steel Institute.

Mr. Forsgren's
qualifications for election include his management and financial experience as Vice Chairman and Chief Financial Officer of a large utility company, and his extensive knowledge of the energy industry and insight on renewable energy.

Committees:



Audit Committee



Finance and Risk
Management Committee

Other current public directorships:



The Phoenix
Companies, Inc.

Mr. Forsgren was Vice Chairman, Executive Vice President and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director of CuraGen Corporation and Neon Communications Group,
Inc.

Age: 67Director of Duke Energy or its predecessor companies since
1994
Former Vice President, ABC, Inc. and Former President, Diversified Publishing Group of ABC, Inc.

Skills and Qualifications:



Ms. Gray's
qualifications for election include her business experience, both from a management perspective and as a result of her experience as a director at several public companies. Ms. Gray's public company experience has also given her in-depth
knowledge of governance principles, which she utilizes on a variety of matters, including, among other things, succession planning, executive compensation and corporate governance.

Committees:



Compensation
Committee



Corporate
Governance Committee



Finance and Risk
Management Committee

Other current public directorships:



The Phoenix
Companies, Inc.

Ms. Gray was President, Diversified Publishing Group of ABC, Inc., a television, radio and publishing company, from 1991 until 1997, and was a Corporate Vice President of ABC, Inc. and its predecessors from 1979 to 1998. Ms. Gray
is a former director of Elan Corporation, plc and former trustee of JPMorgan Funds.

Mr. Hance's
qualifications for election include his management and financial experience as Vice Chairman and Chief Financial Officer of one of our nation's largest financial institutions, his broad background as a director of a number of large financial and
industrial corporations, and his expertise in finance.

Committees:



Compensation
Committee



Finance and Risk
Management Committee

Other current public directorships:



Cousins Properties
Incorporated



Ford Motor Company



Sprint Nextel
Corporation



The Carlyle Group,
LP

Mr. Hance was Vice Chairman of Bank of America from 1994 until his retirement in 2005 and served as Chief Financial Officer from 1988 to 2004. Since retiring in 2005, Mr. Hance has served as a director for various public companies.
Mr. Hance is a certified public accountant and spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). He is a former director of Bank of America, Rayonier Inc., Morgan Stanley and EnPro Industries, Inc.
Mr. Hance also serves as an operating executive of The Carlyle Group, LP and is a member of its board of directors.

Mr. Herron's
qualifications for election include his knowledge and extensive insight gained at a variety of nuclear energy facilities over more than three decades, as well his previous management experience in the energy industry.

Committees:



Nuclear Oversight
Committee

Other current public directorships:



None

Mr. Herron has served as President, Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear since 2009. Mr. Herron joined Entergy Nuclear in 2001 and has held a variety of positions. He began his career in nuclear operations in
1979 and has held positions at a number of nuclear stations across the country. Mr. Herron also has served on the Institute of Nuclear Power Operations' board of directors. Mr. Herron has announced his retirement from Entergy Nuclear
effective March 31, 2013.

Mr. Hyler's
qualifications for election include his understanding of Duke Energy's North Carolina service territory, and his knowledge and expertise in financial services and corporate finance.

Committees:



Audit Committee



Finance and Risk
Management Committee

Other current public directorships:



None

Mr. Hyler is Managing Director of Investors Management Corporation, a firm which invests in and acquires companies in various industries, since December 2011. He retired as Vice Chairman and Chief Operating Officer of First Citizens Bank in 2008,
having served in these positions from 1994 until 2008. Mr. Hyler was President of First Citizens Bank from 1988 to 1994, and was Chief Financial Officer of First Citizens Bank from 1980 to 1988. Prior to joining First Citizens Bank,
Mr. Hyler was an auditor with Ernst & Young for 10 years. Mr. Hyler served as a director of First Citizens BancShares from 1988 until 2008.

E. Marie McKee

Independent Director Nominee

Age: 62Director of Duke Energy or its predecessor companies since
1999
President
Corning Museum of Glass

Skills and Qualifications:



Ms. McKee's
qualifications for election include her experience in human resources which provides her with a thorough knowledge of employment and compensation practices.

Committees:



Compensation
Committee



Corporate
Governance Committee

Other current public directorships:



None

Ms. McKee is President of the Corning Museum of Glass, since 1998, and served as Senior Vice President of Human Resources at Corning Incorporated, a manufacturer of components for high-technology systems for consumer electronics, mobile
emissions controls, telecommunications and life sciences, from 1996 to 2010. Ms. McKee has over 30 years of experience at Corning where she held a variety of management positions with increasing levels of responsibility.

E. James Reinsch

Independent Director Nominee

Age: 69Director of Duke Energy or its predecessor companies since
2009
Retired Senior Vice President and Partner
Bechtel Group

Skills and Qualifications:



Mr. Reinsch's
qualifications for election include his management experience and extensive knowledge of the nuclear industry and construction business.

Committees:



Nuclear Oversight
Committee



Regulatory Policy
and Operations Committee

Other current public directorships:



None

Mr. Reinsch was Senior Vice President and Partner of Bechtel Group from 2003 to 2008 and past president of Bechtel Nuclear from 2000 until his retirement in 2009. He has served on the boards of several international nuclear energy organizations,
including the International Nuclear Energy Academy. He has also served on the U.S. Department of Energy's Hydrogen and Fuel Cell Technical Advisory Committee.

Age: 71Director of Duke Energy or its predecessor companies since
2001
Retired Chairman, President and Chief Executive Officer
Institute of Nuclear Power Operations

Skills and Qualifications:



Dr. Rhodes'
qualifications for election include his management experience as Chief Executive Officer of a large non-profit organization in the energy industry, as well as his in-depth knowledge of the energy and nuclear industry.

Committees:



Audit Committee



Nuclear Oversight
Committee

Other current public directorships:



None

Dr. Rhodes was Chairman and CEO of the Institute of Nuclear Power Operations, a nonprofit corporation promoting safety, reliability and excellence in nuclear plant operation, from 1998 to 1999 and Chairman, President and CEO from 1999 until his
retirement in 2001. He served as President and CEO of Virginia Electric & Power Company, a subsidiary of Dominion Resources, Inc., from 1989 until 1997. Dr. Rhodes is a former member of the Advisory Council for the Electric Power
Research Institute.

James E. Rogers

Age: 65Director of Duke Energy or its predecessor companies since
1988
Chairman, President and Chief Executive Officer
Duke Energy Corporation

Skills and Qualifications:



Mr. Rogers'
qualifications for election include his 25 years as Chief Executive Officer of a utility company, and his expertise in the energy industry, the affairs of the Company and its businesses.

Committees:



None

Other current public directorships:



Applied Materials,
Inc.



CIGNA
Corporation

Mr. Rogers has served as President, CEO and a member of the Board of Directors of Duke Energy since its merger with Cinergy Corp. in 2006 and has served as Chairman since 2007. Mr. Rogers was Chairman and CEO of Cinergy Corp. from 1994
until its merger with Duke Energy. He was formerly Chairman, President and CEO of PSI Energy, Inc. from 1988 until 1994. Mr. Rogers is a former director of Fifth Third Bancorp.

Mr. Rogers has announced his plans to retire as Chief Executive Officer of Duke Energy Corporation by December 31, 2013.

Carlos A. Saladrigas

Independent Director Nominee

Age: 64Director of Duke Energy or its predecessor companies since
2001
Chairman and Chief Executive Officer
Regis HR Group

Skills and Qualifications:



Mr. Saladrigas' qualifications for election include his extensive expertise in the human resources, financial services and accounting arenas, as well as his understanding of Duke Energy's Florida service territory.

Committees:



Audit Committee



Regulatory Policy
and Operations Committee

Other current public directorships:



Advance Auto Parts,
Inc

Mr. Saladrigas is Chairman and Chief Executive Officer of Regis HR Group, which offers a full suite of outsourced human resources services to small and mid-sized businesses. He has served in these positions since July 2008. Mr. Saladrigas
also serves as Chairman and Chief Executive Officer of Concordia Holdings, Inc., which specializes in managed behavioral health, since January 2011. He served as Vice Chairman, from 2007 to 2008, and Chairman, from 2002 to 2007, of Premier
American Bank in Miami, Florida. In 2002, Mr. Saladrigas retired as Chief Executive Officer of ADP Total Source (previously the Vincam Group, Inc.).

Age: 70Director of Duke Energy or its predecessor companies since
2007
President
Resources for the Future

Skills and Qualifications:



Dr. Sharp's
qualifications for election include broad experience in government, including regulatory and legislative processes, as well as his understanding of governmental relations, public policy and the energy industry.

Committees:



Nuclear Oversight
Committee



Regulatory Policy
and Operations Committee

Other current public directorships:



None

Dr. Sharp has served as President of Resources for the Future since 2005. He joined Duke Energy's Board of Directors in 2007, having previously served on the board of directors of one of its predecessor companies from 1995 to 2006.
Dr. Sharp was a member of Congress from Indiana for 20 years, serving on the House Energy and Commerce Committee. He served on the Blue Ribbon Commission on America's Nuclear Future and as Congressional Chair of the non-profit National
Commission on Energy Policy.

James E. Rogers is currently our Chairman of the Board, President and Chief Executive Officer.



The Board of Directors has appointed Ann M. Gray as independent lead director.

Our
independent lead director is responsible for:



leading, in conjunction with the Corporate Governance Committee, the process for review of the Chief Executive Officer and
Board,



presiding at Board of Directors' meetings when the Chairman is not present,



presiding at executive sessions of the non-management directors,



assisting in the setting of the Board of Directors' meeting agendas with the Chairman, and



serving as a liaison between the independent directors and the Chairman and the Chief Executive Officer.

Our
Chairman, President and Chief Executive Officer, James E. Rogers, has announced his plan to retire by the end of 2013. Our Board of Directors has formed a committee to begin a search for a new
Chief Executive Officer and, in connection with such search, has engaged an independent consultant to assist. As part of this effort, our Board will be discussing whether a combined Chairman and Chief
Executive Officer continues to be the best structure for the Company going forward.

The
Board of Directors of Duke Energy met 15 times during 2012, and has met 2 times so far in 2013. The overall attendance percentage for our directors was approximately 98% in 2012, and no
director attended less than 75% of the total of the Board of Directors' meetings and
the meetings of the committees upon which he or she served in 2012. Directors are encouraged to attend the annual meeting of shareholders. All members of the Board of Directors attended
Duke Energy's last annual meeting of shareholders on May 3, 2012.

Risk Oversight

The
Board is actively involved in the oversight of risks that could affect Duke Energy. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but
also through the other committees of the Board, as appropriate. See below for descriptions of each of the committees. The Board and its committees, including the Finance and Risk Management Committee,
satisfy its risk oversight responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers
responsible for oversight of particular risks within Duke Energy.

Independence of Directors

The
Board of Directors may determine a director to be independent if the Board of Directors has affirmatively determined that the director has no material relationship with Duke Energy or its
subsidiaries (references in this proxy statement to Duke Energy's subsidiaries shall mean its consolidated subsidiaries), either directly or as a shareholder, director, officer or employee of
an organization that has a relationship with Duke Energy or its subsidiaries. Independence determinations are generally made on an annual basis at the time the Board of Directors approves
director nominees for inclusion in the annual proxy statement and, if a director joins the Board of Directors in the interim, at such time.

The
Board also considers its Standards for Assessing Director Independence which set forth certain relationships between Duke Energy and directors and their immediate family members, or
affiliated entities, that the Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director's independence. In the event a director has a relationship with
Duke Energy that is not addressed in the Standards for Assessing Director Independence, the independent members of the Board determine whether such relationship is material.

The
Board of Directors has determined that none of the directors, other than Mr. Rogers, has a material relationship with Duke Energy or its subsidiaries, and all are, therefore,
independent under the listing standards of the NYSE and the rules and regulations of the SEC. In arriving at this determination, the Board of Directors considered all transactions and the materiality
of any relationship with Duke Energy and its subsidiaries in light of all facts and circumstances.

For
Mr. DiMicco, the Board considered his position at Nucor Corporation ("Nucor") and its relationship with Duke Energy Indiana, Inc. ("Duke Energy Indiana") as Nucor's
electric service provider to one of its plants located in the Duke Energy Indiana service territory. See Related Person Transactions on page 73 for further information. This relationship
was deemed not to impair Mr. DiMicco's independence as the
amount received by Duke Energy in each of the last three years is less than 2% of Nucor's consolidated gross revenues, which is the threshold that could impair independence under the rules of
the NYSE and our Standards for Assessing Director Independence. In addition to these relationships, the Board considered that Duke Energy in the ordinary course of business purchases products
and services from, or provides electric service to, companies at which some of our directors are officers.

The Audit Committee selects and retains a firm of independent public
accountants to conduct audits of the accounts of Duke Energy and its subsidiaries. It also reviews with the independent public accountant the scope and results of their audits, as well as the
accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and its subsidiaries, and makes reports and recommendations to the Board
of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by its independent public
accountant. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed
services and related fee levels that may be provided by the independent public accountant and will review such policy annually. See page 33 for additional information on the Audit Committee's
pre-approval policy.



The Board of Directors has determined that Mr. Saladrigas is an "audit committee financial expert" as such term is
defined in Item 407(d)(5)(ii) of Regulation S-K. See page 20 for a description of his business experience.



Each member of the Audit Committee has been determined to be "independent" within the meaning of the NYSE's listing
standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company's Standards for Assessing Director Independence. In addition, each of
these members meets the financial literacy requirements for audit committee membership under the NYSE's rules and the rules and regulations of the SEC.

Compensation Committee

10
meetings held in 2012

Committee Chairperson

Committee Members

Daniel R. DiMicco
Ann M. Gray
James H. Hance, Jr.

E. Marie McKee



The Compensation Committee establishes and reviews the overall compensation
philosophy of the Company, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory
agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. This committee also makes recommendations to the Board of
Directors on compensation for outside directors.



Management's role in the compensation-setting process is to recommend compensation programs and assemble information as
required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Mr. Rogers,
who attends the Compensation Committee meetings.



This committee has engaged Frederic W. Cook & Company, Inc. as its independent compensation consultant. The
compensation consultant generally attends each committee meeting, provides advice to the committee at the meetings, including reviewing and

commenting
on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent
advice to the committee and is not permitted to provide any services to Duke Energy other than at the direction of the committee.



Each of the members has been determined to be "independent" within the meaning of the NYSE's listing standards and the
Company's Standards for Assessing Director Independence, to be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code") and, other than Mr. DiMicco, to be "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

The Corporate Governance Committee considers matters related to corporate
governance and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the
Chief Executive Officer. This committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year's annual meeting
and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or
to assist in identifying or evaluating a potential nominee. The committee also performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of
Directors.



Each of these members has been determined to be "independent" within the meaning of the NYSE's listing standards and the
Company's Standards for Assessing Director Independence.

The Finance and Risk Management Committee is primarily responsible for the
oversight of risk at the Company. This oversight function includes reviews of Duke Energy's financial and fiscal affairs and makes recommendations to the Board of Directors regarding dividends,
financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy's risk exposure as
related to overall company portfolio and impact on earnings, and reviews the financial impacts of major projects as well as capital expenditures.

The Nuclear Oversight Committee provides oversight of the nuclear safety,
operational and financial performance, and long-term plans and strategies of Duke Energy's nuclear power program. The oversight role is one of review, observation and comment and in
no way alters management's authority, responsibility or accountability.

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website at http://www.duke-energy.com/corporate-governance/board-committee-charters.asp.

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We
believe that sound corporate governance has three components: (i) Board of Directors' independence, (ii) processes and practices that foster solid decision-making by both management
and the Board of Directors, and (iii) balancing the interests of all of our stakeholdersour investors, customers, employees, the communities we serve and the environment. The
Corporate Governance Committee's charter is available on our website at http://www.duke-energy.com/corporate-governance/board-committee-charters/corporate-governance.asp and is summarized below.

Membership. The Committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and
other applicable rules and regulations.

Responsibilities. The Committee's responsibilities include, among other things: (i) implementing policies regarding corporate governance matters;
(ii) assessing the Board of Directors' membership needs and recommending nominees; (iii) recommending to the Board of Directors those directors to be selected for membership on, or
removal from, the various Board of Directors' committees and those directors to be designated as chairs of Board of Directors' committees; and (iv) sponsoring and overseeing performance
evaluations for the various Board of Directors' committees, the Board of Directors as a whole, and the directors and management, including the Chief Executive Officer.

Investigations and Evaluations. The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and
responsibilities, and may retain, at the Company's expense, and in the Committee's sole discretion, consultants to assist in such work as the Committee deems necessary. In addition, the Committee has
the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms, such fees to
be borne by the Company. Finally, the Committee conducts an annual self-evaluation of its performance.

In
connection with the settlement by the Company with the North Carolina Utilities Commission related to the resignation of Mr. William Johnson following the Company's merger with Progress
Energy, Inc. (the "Progress Energy merger"), the Committee has assigned its responsibility to search for a successor to our CEO who will be retiring by the end of 2013, as well as for an additional
new director to join the Board, to the newly-created Leadership Development Committee of the Board of Directors. The Leadership Development Committee is a temporary committee formed solely for this
purpose, however, so the Corporate Governance Committee will retain its responsibility to identify director candidates and for succession planning in the future.

Governance Initiatives

All
of our Board of Directors committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors
are available on our website at http://www.duke-energy.com/investors/corporate-governance.asp. Any amendments to or waivers from our Code of
Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2012
our Board of Directors held 9 executive sessions with independent directors only.

Director Candidates

Profile. We look for the following characteristics in any candidate for nominee to serve on our Board of Directors:



fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and
fairness;



a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable
to the shareholders of Duke Energy, not to any particular interest group;



a background that includes broad business experience or demonstrates an understanding of business and financial affairs and
the complexities of a large, multifaceted, global business organization;



diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and
qualifications;



present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of
a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;



no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and
its shareholders;



the ability and willingness to spend the time required to function effectively as a director;

compatibility and ability to work well with other directors and executives in a team effort with a view to a
long-term relationship with Duke Energy as a director;



independent opinions and willingness to state them in a constructive manner; and,



willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Nominees. The Committee may engage a third party from time to time to assist it in identifying and evaluating director-nominee candidates, in
addition to current members of the Board of Directors standing for re-election. The Committee will provide the third party, based on surveys of the then-current Board of
Directors members and the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for
nominees with such attributes. The Committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the
nominee's experiences and skills. In addition, the Committee considers the shareholder-nominee's independence with respect to both the Company and the recommending shareholder. All of the nominees on
the proxy card are current members of our Board of Directors and were recommended by the Committee.

Shareholders
interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Corporate Secretary,
Duke Energy Corporation, P.O. Box 1321, Charlotte, NC 28201-1321. The notice must set forth, as to each person whom the shareholder proposes to nominate for election
as director:



the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of
Duke Energy that are beneficially owned by the recommending shareholder(s);



a representation that the recommending shareholder(s) is a holder of record of stock of Duke Energy entitled to vote
at the meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice;



the name, age, business address and principal occupation and employment of the recommended nominee;



any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors
membership established by the Board of Directors and/or the Corporate Governance Committee;



any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be
considered independent under the applicable NYSE rules and SEC rules and regulations;



a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s),
including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to
be made by the recommending shareholder(s);



a statement, signed by the recommended nominee, (1) verifying the accuracy of the biographical and other information
about the nominee that is submitted with the recommendation, (2) affirming the recommended nominee's willingness to be a director, and (3) consenting to serve as a director if so
elected;



if the recommending shareholder(s) has beneficially owned more than 5% of Duke Energy's voting stock for at least
one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;



if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to
that effect; and



all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in
an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (1) the recommended nominee's business experience;
(2) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee; and (3) material relationships or transactions,
if any, between the recommended nominee and Duke Energy's management.

Resignation Policy

Our
Principles for Corporate Governance set forth our procedures to be followed if a director-nominee is elected, but receives a majority of "withheld" votes. In an uncontested election, any nominee
for director who receives a greater number of votes "withheld" from his or her election than votes "for" such election is required to tender his or her resignation following certification of the
shareholder vote. The Corporate Governance Committee is then required to make a recommendation to the Board of Directors with respect to any such letter of resignation. The Board of Directors is
required to take action with respect to this recommendation and to disclose its decision-making process. Full details of this policy are set out in our Principles for Corporate Governance, which is
posted on our website at http://www.duke-energy.com/corporate-governance/principles.asp.

Our
Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the
communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded,
such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly
hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Annual Retainer and Fees. Effective upon our merger with Progress Energy on July 2, 2012, the Board of Directors approved the following compensation program
for our outside directors:

Meeting Fees

Type of Fee

Fee (Other Than
for Meetings)
($)

In-Person Attendance at
Meetings Held in Conjunction
With a Regular Board
of Directors Meeting
($)

In-Person Meetings Not
Held in Conjunction
With a Regular Board
of Directors Meeting
($)

Telephonic
Participation
in Meetings
($)

Annual Board of Directors Retainer (Cash)

75,000

Annual Board of Directors Retainer (Stock)

125,000

Board of Directors Meeting Fees

2,000

2,500

2,000

Annual Lead Director Retainer

75,000

Annual Audit Committee Chair Retainer

25,000

Annual Chair Retainer (Other Committees)

15,000

Audit Committee Meeting Fees

3,000

2,500

2,000

Nuclear Oversight Committee Meeting Fees

4,000

2,500

2,000

Other Committee Meeting Fees

2,000

2,500

2,000

This compensation program is the same as in effect prior to July 2, 2012, except for the following adjustments that became effective upon the Progress
Energy merger:



The Annual Board of Directors Retainer (Cash) was increased from $50,000 to $75,000



The Annual Board of Directors Retainer (Stock) was increased from $100,000 to $125,000



The Annual Lead Director Retainer was increased from $35,000 to $75,000



The Annual Audit Committee Chair Retainer was increased from $20,000 to $25,000



The Annual Chair Retainer (Other Committees) was increased from $10,000 to $15,000

Annual Stock Retainer for 2012. In 2012, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of
fully-vested shares granted under the Duke Energy Corporation 2010 Long-Term Incentive Plan. Because the increase in the annual stock retainer from $100,000 to $125,000 occurred
after the annual stock retainer was provided on May 3, 2012 (in connection with the annual shareholders' meeting), an additional prorated stock grant was provided to each eligible director to
reflect the increase in the annual stock retainer, offset by the prior stock retainer received for the same period of time from Duke Energy or Progress Energy.

Deferral Plans and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a
current basis, or defer such compensation under the Duke Energy Corporation Directors' Savings Plan (the "Directors' Savings Plan"). Deferred amounts are credited to an unfunded account, the
balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director
terminates his or her service from the Board of Directors. In connection with the merger, Duke Energy assumed the Progress Energy, Inc. Non-Employee Director Deferred
Compensation Plan. Under this plan, the former Progress Energy directors were provided the opportunity to elect to defer their annual retainer and board attendance fees. Any deferred fees are deemed
to be invested in stock units. The number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares
of stock represented by the units. Payments from the plan are made in cash upon termination of service. Duke Energy also assumed the Progress Energy, Inc. Non-Employee
Director Stock Unit Plan ("Stock Unit Plan"). The Stock Unit Plan provided for an annual grant of stock units equivalent to $60,000 to each non-employee director prior to the merger. The
number of units in each account is adjusted from time to time to reflect the payment of dividends on the number of shares of stock represented by the units. Payments from the plan are made in cash
upon termination of service.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program
under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. In addition, Duke Energy maintains a Directors'
Charitable Giving Program. Eligibility for this program has been frozen and only Ms. Gray is eligible. Under this program, Duke Energy will make, upon the director's death, donations of
up to $1,000,000 to charitable organizations selected by the director. Ms. Gray may request that donations be made under this program during her lifetime, in which case the maximum donation
will be reduced on an actuarially-determined net present value basis. In 2012, no donations were made on behalf of Ms. Gray.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors in the amount of $500,000, and reimburses directors for expenses
reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Gifts. Duke Energy presented a 2012 holiday gift to each person who was an outside director as of December 31, 2012. The aggregate cost of the gifts
to all directors was $1,848.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common
stock (or common stock equivalents). Currently each outside director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer
(i.e., an ownership level of $375,000) or retain 50% of his or her vested annual equity retainer. All outside directors were in compliance with the
guidelines as of December 31, 2012.

The
following table describes the compensation earned during 2012 by each individual who served as an outside director during 2012. For the directors who previously served on the Board of Directors of
Progress Energy, the table only provides information for compensation earned by them after the Progress Energy merger.

Effective July 2, 2012, Messrs. Baker, DeLoach, Hyler and Saladrigas and Mses.
McKee and Stone were appointed to the Board of Directors of Duke Energy. Effective July 27, 2012, Mr. Baker and Ms. Stone resigned from the Board of Directors of
Duke Energy.

(2)

Messrs. Bernhardt, DeLoach, DiMicco, and Hyler and Dr. Rhodes elected to defer
$146,500; $79,592; $134,000; $40,546; and $80,750, respectively, of their 2012 cash compensation under the Directors' Savings Plan.

(3)

This column reflects the grant date fair value of the stock awards granted to each eligible
director during 2012. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements
contained in our Annual Report on Form 10-K for the year ended December 31, 2012 ("Annual Report") for an explanation of the assumptions made in valuing these awards. In May
2012, each sitting director on the Duke Energy Board received 1,558 shares of stock, adjusted to reflect the Duke Energy 1-for-3 reverse stock split that occurred
in July 2012 (the "Reverse Stock Split"). In order to reflect the increase in the annual stock retainer from $100,000 to $125,000 and the prior stock retainer received for the same period of time,
each director who (1) was previously on the Duke Energy Board of Directors received an additional prorated stock grant of 320 shares and (2) was previously on the Progress Energy
Board of Directors and was a sitting director on the Duke Energy Board of Directors in August, 2012 received an additional prorated stock grant of 1,138 shares. In consideration of extraordinary
efforts during 2012, Ms. Gray received an additional 1,466 shares of stock in August 2012. Messrs. Bernhardt, Browning, DeLoach, Forsgren, Hyler, Reinsch and Saladrigas and
Ms. McKee and Dr. Rhodes elected to defer their 2012 stock retainer of Duke Energy shares under the Directors' Savings Plan.

(4)

As of December 31, 2012, Dr. Rhodes held an option to acquire 2,000 shares of
Spectra Energy Corp. Dr. Rhodes acquired this option in connection with Duke Energy's spin-off of its gas businesses effective January 2, 2007, to form Spectra Energy
Corp.

(5)

Reflects above-market interest earned on a grandfathered investment fund previously provided
under a predecessor plan to the Directors' Savings Plan. Participants can no longer defer compensation into the grandfathered investment fund, but continue to be credited with interest at the fixed
rate on amounts previously deferred into such fund.

(6)

As described in the following table, All Other Compensation for 2012 includes a business travel
accident insurance premium that was prorated among the directors based on their service on the Board of Directors during 2012, matching gift contributions made by The Duke Energy Foundation in
the director's name to charitable organizations, and a holiday gift.

Name

Business Travel
Accident
Insurance
($)

Matching
Charitable
Contributions
($)

Holiday Gift
($)

Total
($)

John D. Baker, II

13

0

0

13

William Barnet, III

199

5,000

132

5,331

G. Alex Bernhardt, Sr.

199

5,000

132

5,331

Michael G. Browning

199

5,000

132

5,331

Harris E. DeLoach, Jr.

93

0

132

225

Daniel R. DiMicco

199

0

132

331

John H. Forsgren

199

0

132

331

Ann M. Gray

199

4,500

132

4,831

James H. Hance, Jr.

199

0

132

331

James B. Hyler, Jr.

93

0

132

225

E. Marie McKee

93

5,000

132

5,225

E. James Reinsch

199

4,575

132

4,906

James T. Rhodes

199

3,573

132

3,904

Carlos A. Saladrigas

93

0

132

225

Philip R. Sharp

199

2,500

132

2,831

Theresa M. Stone

13

0

0

13

DUKE ENERGY  2013 Proxy
Statement 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the amount of Duke Energy common stock beneficially owned by the current directors, the executive officers listed in the
Summary Compensation Table under Executive Compensation (referred to as the named executive officers), and all directors and executive officers as a group as of March 5, 2013.

Mr. Herron joined the Board of Directors on March 1, 2013. Since that time, the
Company has not had an open trading window during which Mr. Herron could have acquired shares of Duke Energy securities.

(4)

Provided as of the date of termination of employment.

The following table lists the beneficial owners of 5% or more of Duke Energy's outstanding shares of common stock as of December 31, 2012. This
information is based on the most recently available reports filed with the SEC and provided to us by the company listed.

Name or Identity of Beneficial Owner

Shares of Common Stock
Beneficially Owned

Percentage

BlackRock Inc.
40 East 52nd Street
New York, NY 10022

36,366,412

(1)

5.16

State Street Corporation
One Lincoln Street
Boston, MA 02111

42,641,163

(2)

6.1

(1)

According to the Schedule 13G filed by BlackRock Inc., these shares are
beneficially owned as BlackRock Inc. is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole
voting power with respect to 36,366,412 shares, zero shares with shared voting power, sole dispositive power with regard to 36,366,412 shares and zero shares with shared dispositive power.

(2)

According to the Schedule 13G filed by State Street Corporation, these shares are
beneficially owned as State Street Corporation is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has
zero shares with sole voting power, shared voting power with respect to 42,641,163 shares, zero shares with sole dispositive power and shared dispositive power with respect to 42,641,163 shares.

Representatives of Deloitte are expected to be present at the annual meeting. They will have an opportunity to make a statement and will be available to respond
to appropriate questions. Information on Deloitte's fees for services rendered in 2012 and 2011 are listed below. These fees exclude accounting fees and services for Progress Energy paid prior to the
Progress Energy merger.

DUKE ENERGY

Type of Fees

2012

2011

Audit Fees(1)

$

12,200,000

$

8,500,000

Audit-Related Fees(2)

2,460,000

2,750,000

Tax Fees(3)

875,000

205,000

All Other Fees(4)

30,000

35,000

TOTAL FEES:

$

15,565,000

$

11,490,000

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for
the audit of Duke Energy's consolidated financial statements included in Duke Energy's annual report on Form 10-K and review of financial statements included in
Duke Energy's quarterly reports on Form 10-Q for services that are normally provided by Deloitte in connection with statutory, regulatory or other filings or engagements or
for any other service performed by Deloitte to comply with generally accepted auditing standards.

(2)

Audit-Related Fees are fees billed by Deloitte for assurance and related services that are
reasonably related to the performance of an audit or review of Duke Energy's financial statements, including assistance with acquisitions and divestitures and internal control reviews.

(3)

Tax Fees are fees billed by Deloitte for tax return assistance and preparation, tax examination
assistance, and professional services related to tax planning and tax strategy.

(4)

All Other Fees are fees billed by Deloitte for any services not included in the first three
categories.

To safeguard the continued independence of the independent public accountant, the Audit Committee adopted a policy that provides that the independent public
accountant is only permitted to provide services to Duke Energy and its subsidiaries that have been pre-approved by the Audit Committee. Pursuant to the policy, detailed audit
services, audit-related services, tax services and certain other services have been specifically pre-approved up to certain categorical fee limits. In the event that the cost of any of
these services may exceed the pre-approved limits, the Audit Committee must pre-approve the service. All other services that are not prohibited pursuant to the SEC's or other
applicable regulatory bodies' rules or regulations must be specifically pre-approved by the Audit Committee. All services performed in 2012 and 2011 by the independent public accountant
were approved by the Duke Energy Audit Committee and legacy Progress Energy Audit Committee pursuant to their pre-approval policies.

The Board of Directors Recommends a Vote "FOR" the Ratification of Deloitte & Touche LLP as Duke Energy
Corporation's Independent Public Accountant for 2013.

The
following is the report of the Audit Committee with respect to Duke Energy's audited financial statements for the fiscal year ended December 31, 2012.

The
information contained in this Audit Committee Report shall not be deemed to be "soliciting material" or "filed" or "incorporated by reference" in future filings with the SEC, or subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that Duke Energy specifically incorporates it by reference into a
document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The
purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy's financial reporting, internal controls and audit functions. The Audit Committee Charter
describes in greater detail the full responsibilities of the committee and is available on our website at http://www.duke-energy.com/corporate-governance/board-committee-charters/audit.asp.

The
Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte & Touche LLP ("Deloitte"), the Company's independent public accountant.
Management is responsible for the preparation, presentation and integrity of Duke Energy's financial statements; accounting and financial reporting principles; establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act
Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any
change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for
performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the
United States ("GAAP"), as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The
Audit Committee reviewed the Company's audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial
statements and reports prior to issuance. These discussions also addressed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements were prepared in accordance with GAAP.

In
addition, management completed the documentation, testing and evaluation of Duke Energy's system of internal control over financial reporting in response to the requirements set forth in
Section 404 of the Sarbanes-Oxley Act of 2002, and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management
during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. At the
conclusion of the process, management presented to the Audit Committee on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also reviewed the report of
management contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 ("Form 10-K") filed with the SEC, as well as
Deloitte's Report of Independent Registered Public Accounting Firm included in the Company's Form 10-K related to its audit of (i) the consolidated financial statements and
financial statement schedules and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company's efforts related to its internal
control over financial reporting and management's preparations for the evaluation in fiscal 2013.

The
Audit Committee has discussed with Deloitte the matters required to be discussed by professional and regulatory requirements, including, but not limited to, the standards of the Public Company
Accounting Oversight Board regarding The Auditors' Communications with Those Charged with Governance. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter
required by "Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence" that relates to Deloitte's independence
from Duke Energy and its subsidiaries and the Audit Committee has discussed with Deloitte the firm's independence.

Based
on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended that the audited
financial statements be included in Duke Energy's Form 10-K, for filing with the SEC.

At
our annual meeting in 2011, our shareholders recommended that our Board of Directors hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders
with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal gives our shareholders the
opportunity to express their views on the compensation of our named executive officers.

In
connection with this proposal, the Board of Directors encourages shareholders to review in detail the description of the compensation program for our named executive officers that is set forth in
the Compensation Discussion and Analysis beginning on page 36, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As
described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests
of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined
measures of success. A significant portion of our named executive officers' total direct compensation is directly contingent upon achieving specific results that are important to our
long-term success and growth in shareholder value. We supplement our pay-for-performance program with a number of compensation policies that are aligned with the
long-term interests of Duke Energy and its shareholders.

We
are asking our shareholders to indicate their support for the compensation of our named executive officers as disclosed in this proxy statement by voting "FOR" the following resolution:

"RESOLVED,
that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy's named executive officers, as disclosed pursuant to Item 402
of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in
Duke Energy's 2013 proxy statement."

Because
your vote is advisory, it will not be binding on the Board of Directors, the Compensation Committee or Duke Energy. The Compensation Committee, however, will review the voting results
and will take them into consideration when making future decisions regarding the compensation of our named executive officers.

The Board of Directors Recommends a Vote "FOR" the Approval of the Compensation of Our Named Executive Officers as Disclosed
in this Proxy Statement.

The Compensation Committee of Duke Energy has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review
and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy's compensation objectives and policies for our named
executive officers.

Our
named executive officers for 2012 include Messrs. Rogers, Manly and Jamil and Ms. Good, each of whom was employed by Duke Energy for the entire year. These individuals are
sometimes referred to as "current Duke Energy" named executive officers. The discussion regarding the current Duke Energy named executive officers focuses on compensation earned by them
for the entire 2012 year, both before and after the Progress Energy merger.

Our
named executive officers also include four executives who were previously employed by Progress Energy, Inc. and who resigned shortly after the Progress Energy merger:
Messrs. Johnson, Lyash, McArthur, and Mulhern. These individuals are sometimes referred to as "former Progress Energy" named executive officers. The discussion regarding the former Progress
Energy named executive officers only focuses on compensation earned by them following the Progress Energy merger and is contained primarily under the heading "Former Progress Energy Named Executive
Officers" on page 47. References to "our named executive officers" throughout the Compensation Discussion and Analysis generally refer to the current Duke Energy named executive
officers.

Executive Summary

2012 was a very important year for Duke Energy:



We often say that "safety comes first" and 2012 was a testament to the focus of our employees. During the year, we achieved
the best employee safety record in the company's history.



On July 2, 2012 we completed the Progress Energy merger to create the largest regulated utility company in the
United States, with approximately 7 million customers across 6 regulated jurisdictions. The strategic combination gives us size and scale and is expected to deliver significant efficiencies for
the benefit of our customers, our investors, our employees and our other stakeholders, over time.



Financially, our adjusted diluted earnings per share for 2012 were at the upper end of our annual guidance range. We ended
2012 with adjusted diluted earnings per share of $4.31 for purposes of our short-term incentive plan, within our guidance range of $4.20 to $4.35. We also increased our quarterly dividend
by approximately 2% and had a dividend yield of approximately 4.8% as of the end of 2012. Our total shareholder return ("TSR") for 2012 exceeded the TSR of the Philadelphia Utility Index, and since we
announced the Progress Energy merger in early 2011 through the end of 2012, our TSR of 32% has significantly outperformed the Philadelphia Utility Index's TSR of 17%.



We continued to advance our $9 billion fleet modernization program by successfully bringing three major new power
plants into service in North Carolina  the 825-megawatt Cliffside pulverized coal plant, the 620-megawatt Dan River combined-cycle natural gas plant, and
the 920-megawatt Wayne County combined-cycle natural gas plant. This modernization program will allow us to ultimately retire up to 6,800 megawatts of older, less efficient coal units
across our regulated portfolio by 2015.



Our combined nuclear organization has wide-ranging experience and depth of talent. Today, we operate a nuclear fleet of
approximately 10,500 megawatts with all of our 11 operating units located in the Carolinas. During 2012, our operational performance for the combined nuclear fleet was strong. We achieved a capacity
factor for the fleet of over 90 percent, excluding Crystal River 3, for the thirteenth consecutive year. This exceptional performance provided our customers the benefit of efficient and
reliable baseload nuclear generation.

The
guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned. Our compensation program is
designed to provide significant upside and downside potential depending on actual results, as compared to predetermined measures of success.

As
described below, the variable and equity based components of our compensation program are the short-term incentives ("STI") and long-term incentives ("LTI"). Our STI
opportunities are provided under an annual cash bonus plan, the payout of which is dependent on corporate, operational and individual performance. Our LTI opportunities are provided through a
three-year equity based compensation plan (i.e., restricted stock units and performance shares), the payout of which is also dependent
on corporate performance.

As
a result, a significant portion of our named executive officers' total direct compensation  which consists of base salary as well as target STI and LTI
opportunities  is directly contingent upon achieving specific results that are important to our long-term success and growth in shareholder value. For
example:



In 2012, 100% of Mr. Rogers' total direct compensation opportunity consisted of stock awards: grants of stock
options, restricted stock units and performance shares. He did not receive a base salary and was not eligible for a cash bonus. In order to ensure that the entire executive team is aligned,
Mr. Rogers' performance shares are subject to the same corporate performance measures applicable to the incentive opportunities provided to the other named executive officers under the STI and
LTI programs.



Approximately 74% of the total direct compensation opportunity (assuming target performance) for our named executive
officers was provided in 2012 in the form of STI and LTI.

The
actual amount of compensation received by the named executive officers in connection with STI and LTI opportunities varies based on our stock price and the extent to which predetermined corporate,
operational and individual goals are achieved. The following charts illustrate the components of the target total direct compensation opportunities provided to our named executive officers.

We supplement our pay for performance program with a number of compensation policies intended to align the interests of management and our shareholders.
Following are key features of our executive compensation program.

AT DUKE ENERGY WE...

AT DUKE ENERGY WE DO NOT...

Compensate our Chief Executive Officer substantially through stock-based awards. Mr. Rogers is compensated primarily through stock awards. He does not receive a base salary or a cash bonus,
and he is generally not eligible to participate in Duke Energy's employee benefit plans.

Provide employment agreements to a broad group. Except for our Chief Executive Officer, no other executives are provided with a comprehensive employment agreement (unless assumed in connection
with the acquisition of another company).

Tie a high ratio of the pay of our other executives to corporate and individual performance. In 2012, approximately 74% of the total direct compensation opportunity (assuming target
performance) for our other named executive officers was provided in the form of STI and LTI.

Permit hedging of Duke Energy securities. We have a policy that prohibits employees (including the named executive officers) from trading in options, warrants, puts and calls or similar
instruments in connection with Duke Energy securities, or selling Duke Energy securities "short," or holding such securities in margin accounts.

Require significant stock ownership. We maintain aggressive guidelines to reinforce the importance of Duke Energy stock ownership. This is intended to align the interests of executives and
shareholders, and to focus the executives on our long-term success.



Mr. Rogers  a minimum level of Duke Energy shares equal to 10 times the base pay of his highest-paid direct report.



Other named
executive officers  three times base pay.



Non-employee
directors  five times the annual cash retainer.

Each of our named executive officers and directors was in compliance with the stock ownership policy during
2012.

Provide severance benefits upon a change in control. Our change in control agreements provide cash severance only upon a "double trigger," meaning that change in control severance benefits are
payable only if our named executive officers incur a qualifying termination of employment (i.e., a voluntary termination for "good reason" or an involuntary termination without "cause") and the
termination occurs in connection with a change in control of Duke Energy.

Maintain a stock holding policy. Each named executive officer is required to hold 50% of all shares acquired under the LTI program (after the payment of any applicable taxes), and 100% of all
shares acquired upon the exercise of stock options (after payment of the exercise price and taxes), until the applicable stock ownership requirement is satisfied.

Provide Golden Parachute Tax Gross-Ups. We do not provide excise tax gross-ups for severance benefits received by our current Duke Energy named executive officers under the change in
control agreements or under the Executive Severance Plan. However, as a result of the Progress Energy merger, we assumed a change in control severance plan (i.e., the Progress Energy, Inc.
Management Change-In-Control Plan) that provides golden parachute tax gross-up payments under certain circumstances. This tax-gross up provision was adopted by Progress Energy prior to the Progress Energy merger. The former Progress Energy named
executive officers who terminated employment in connection with the Progress Energy merger did not receive golden parachute tax gross-up payments upon terminating employment.

Tie incentive compensation to a clawback policy. We maintain a "clawback policy," which would allow us to recover (i) certain incentive compensation based on financial results in the event
those results were restated due at least partially to the recipient's fraud or misconduct, or (ii) an inadvertent payment based on an incorrect calculation.

Encourage excessive or inappropriate risk taking through our compensation program. Our plans focus on aligning Duke Energy's compensation policies with the long-term interests of
Duke Energy and avoid rewards that could create unnecessary risks to the company, as evidenced by the policies described on page 49.

Provide a consistent level of severance benefits. We maintain an Executive Severance Plan in order to provide a consistent approach to executive severance, and to provide eligible employees,
including our named executive officers (excluding Mr. Rogers), with certainty and security while they are focusing on their duties and responsibilities. Under this plan, severance benefits are payable only if our named executive officers incur a
qualifying termination of employment (i.e., a voluntary termination for "good reason" or an involuntary termination without "cause").

Provide excessive perquisites. Our perquisites program is limited to an executive physical, an airline membership club to facilitate travel, limited personal use of corporate aircraft (subject
to the requirement that the executive reimburse Duke Energy for the direct operating costs for such travel), financial planning, and matching charitable contributions. See page 45 for additional details.

Maintain a shareholder approval policy for severance agreements. We have a policy generally to seek shareholder approval for any future agreements with our named executive officers that provide
severance benefits in excess of 2.99 times the executive's annual compensation or that provide for tax gross-ups in connection with a termination event.

Comply with an equity award granting policy. In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation Committee has
adopted a policy that applies to the granting of equity awards for employees and directors. Under this policy, annual grants to employees may be made at any regularly scheduled meeting, provided that reasonable efforts will be made to make such
grants at the first regularly scheduled meeting each calendar year, and annual grants to outside directors may be made by the Board of Directors at any regularly scheduled meeting, provided that reasonable efforts will be made to make such grants at
the regularly scheduled meeting that is held in conjunction with the annual meeting of shareholders each year.

Use an independent compensation consultant. The Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its
independent compensation consultant. The consultant has been instructed that it is to provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of
the Compensation Committee.

Consideration of Results of Shareholder Advisory Votes on Executive Compensation

As
required by the Dodd-Frank Act, we included a shareholder vote on executive compensation in last year's annual proxy statement. Because our shareholders strongly supported the
compensation of our named executive officers as disclosed in the 2012 annual
proxy statement (i.e., 92.4% of the votes represented in person or by proxy), the Compensation Committee views the results of this advisory vote as
confirmation that our compensation program, including our emphasis on pay-for-performance, is structured and designed to achieve our stated goals and objectives. As a result,
we have continued to emphasize pay-for-performance alignment, and our 2012 compensation program, as described below, continues to reflect this philosophy.

Objectives of the Compensation Program

Our executive compensation program is designed to:



attract and retain talented executive officers and key employees by providing total compensation competitive with that of
other executives and key employees of similarly sized companies and with similar complexity, whether within or outside of the utility sector;



emphasize performance based compensation, which motivates executives and key employees to achieve strong financial and
operational performance in a manner that balances short-term and long-term results;



reward individual performance; and



encourage a long-term commitment to Duke Energy and align the interests of executives with shareholders,
by providing a significant portion of total compensation in the form of stock based incentives and requiring target levels of stock ownership.

Setting Executive Compensation Levels

During
the annual performance evaluation in early 2012, the Compensation Committee confirmed that the total direct compensation levels for the current Duke Energy named executive officers
generally remained competitive, as compared to market surveys showing each element of total compensation against comparable positions at comparable companies. For utility specific positions, the
market data sources were: (i) the Towers Watson CDB Energy Services Executive Compensation Database, which consists of the 106 companies listed on Appendix B; and (ii) the
Philadelphia Utility Index. For general corporate positions, the market data sources also included the Towers Watson CDB General Industry Executive Compensation Database, which consists of the 108
companies with revenues between $10 billion and $20 billion, as listed on Appendix C.

After
reviewing this information, in February, 2012, the Compensation Committee decided to only make compensation adjustments that addressed immediate concerns based on market survey information and
internal comparisons of the compensation of our other executives.

The
Compensation Committee delayed making significant compensation adjustments for our named executive officers until after the closing of the Progress Energy merger so that it could consider whether
the market data sources would continue to be appropriate following the Progress Energy merger. As a result, the Compensation Committee only made a change to the base salary of Ms. Good in
February, 2012, as described on page 41.

We
completed the Progress Energy merger on July 2, 2012, at which time we combined the two management teams. The Compensation Committee considered our existing executive compensation program
and the Progress Energy program, and agreed to continue our existing incentive compensation program following the Progress Energy merger in a manner that would provide a consistent compensation
program for the newly-consolidated management team, reflect each executive's role after the Progress Energy merger, recognize the increased scope of each executive's role in light of the combined
company's increased size and complexity, and assist with the retention of the management team. In order to offer competitive compensation opportunities to attract, retain, and motivate qualified
executives, the Compensation Committee intends to structure each element of compensation in the competitive range of the market data for each position, while retaining flexibility to make adjustments
to specific compensation elements to respond to market conditions, promotions, individual performance, experience levels or other circumstances.

At
least once a year, the Compensation Committee reviews tally sheets for each named executive officer, which include a summary of compensation paid in prior years, compensation for the current year,
the valuation (at various assumed stock prices) of all outstanding equity awards, and a summary of amounts payable upon a termination of employment under various circumstances. This information allows
the Compensation Committee to evaluate the total compensation package for each named executive officer, as well as adjustments to specific elements of the total direct compensation package. After
reviewing this information: (i) the Committee was able to confirm that the 2012 target total direct compensation for the named executive officers was within the competitive range of the market
data; and (ii) the Committee is able to better understand the relationship of various components of the total compensation program to each other.

Compensation Committee Advisors

The
Compensation Committee has engaged Frederic W. Cook & Company, Inc. to report directly to the Compensation Committee as its independent compensation consultant. The compensation
consultant generally attends each Compensation Committee meeting and provides advice to the Compensation Committee at the meetings, including reviewing and commenting on market compensation data used
to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards and analysis with respect to specific projects and
information regarding trends and competitive practices. The consultant has been instructed that it is to provide completely independent advice to the Compensation Committee and is not permitted to
provide any services to Duke Energy other than at the direction of the Compensation Committee. With the consent of the Chair of the Compensation Committee, the consultant may meet with
management to discuss strategic issues with respect to executive compensation and assist the consultant in its engagement with the Compensation Committee. The Compensation Committee has assessed the
independence of Frederic W. Cook & Company, Inc. pursuant to SEC rules, and concluded that no conflict of interest exists that would prevent the consulting firm from independently
advising the Compensation Committee.

Elements of Duke Energy's Compensation Program and How They Relate to Objectives

As discussed in more detail below, during 2012, the principal components of compensation for the named executive officers were:

Following
is a summary of each principal compensation component provided to the current Duke Energy named executive officers during 2012. The discussion of the compensation paid to the former
Progress Energy named executive officers after the Progress Energy merger can be found under the heading "Former Progress Energy Named Executive Officers" on page 47.

Base Salary. The salary for each executive is based upon job responsibilities, level of experience, individual performance, comparisons to the salaries of
executives in similar positions obtained from market surveys and internal comparisons. Mr. Rogers is paid substantially in the form of equity based compensation and he does not receive a base
salary.

The
Compensation Committee conducted an annual performance review in February 2012 and determined that the base salary levels established for 2011 for each of our named executive officers should
remain in effect through 2012 or, if earlier, the close of the proposed Progress Energy merger, except with respect to Ms. Good. Effective as of March 1, 2012, Ms. Good's base
salary was increased from $600,000 to $615,000. This adjustment was made after considering market survey information and internal comparisons to the compensation levels of our other executives.

Following
the Progress Energy merger, the Compensation Committee reviewed updated market data sources based on the increased scope of each executive's role in light of the combined company's size and
complexity, and made the following adjustments to base salary levels effective upon the Progress Energy merger: Ms. Good's base salary was increased from $615,000 to $625,000, and
Mr. Jamil's base salary was increased from $525,000 to $550,000.

Short-Term Incentive Compensation. STI opportunities are provided to our named executive officers (other than Mr. Rogers) under the
Duke Energy Corporation Executive Short-Term Incentive Plan ("STI Plan") to promote the achievement of annual performance objectives. Each year, the Compensation Committee
establishes the incentive opportunity for each participating executive officer, which is based on a percentage of his or her base salary, along with the corporate, operational and individual goals
that must be achieved to earn that incentive opportunity. Unless deferred, the earned STI opportunity is paid in cash.

2012 Short-Term Incentives. The Compensation Committee approved the same STI target opportunities for the named executive officers for 2012 as applied
in 2011, which were as follows:

Name

Target Incentive Opportunity
(as a % of base salary)

James E. Rogers

Receives performance shares subject to same corporate goals as other executive officers under the STI Plan,
as well as individual goals

Corporate Objectives. During 2012, depending on actual performance, participating named executive officers were eligible to earn up to 183.75% of the amount of
their STI target opportunity. This opportunity was based on several corporate objectives, including Duke Energy's achievement of an adjusted diluted earnings per share ("EPS") goal, an
operations and maintenance ("O&M") expense control goal and a reliability goal, all of which had an aggregate weighting of 80%. The Compensation Committee established the targets for each goal in
February 2012 and reserved the right to make equitable adjustments to reflect the pending Progress Energy merger. In connection with the Progress Energy merger and the Reverse Stock Split, the
Compensation Committee exercised its discretion to adjust the performance goals by: (i) modifying the EPS and O&M performance targets to reflect the contributions from Progress Energy, and
(ii) adding two additional reliability goals to reflect the performance of the Progress Energy fleet. The 2012 corporate goals, which were selected to promote management actions beneficial to
Duke Energy's various stakeholders, including investors and customers, were as follows (along with actual performance results):

Goal(1)

Weight

Threshold
(50%)

Target
(100%)

Maximum(2)

Result

Payout

Adjusted Diluted EPS(3)

50

%

As established in February 2012

$

1.33

$

1.42

$

1.51

As adjusted for the Progress Energy merger and the Reverse Stock Split

For additional information about the calculation of the EPS and O&M expense control measures,
see page 49.

(2)

A payout of up to 200% of the target opportunity is available for the adjusted diluted EPS goal
and a payout of up to 150% of the target opportunity is available for the O&M and reliability goals.

(3)

If an adjusted diluted EPS performance level of at least $1.28 was not achieved, the
participating named executive officers would not have received a payout under the 2012 STI Plan. This EPS circuit breaker was increased to $3.84 as a result of the Progress Energy merger and our
Reverse Stock Split.

(4)

The reliability goals are calculated as described below. Each reliability goal contains a
weighting of one-seventh of the aggregate weighting of 10% for reliability, except that each of the two reliability goals that relate to Progress Energy's fleet contain a weighting of 1/14
of the aggregate weighting for reliability.



Regulated Generation Commercial Availability (Legacy Duke Energy Fossil
Fleet). A measure of regulated fossil generation reliability, determined as the weighted percentage of time the regulated fossil generation units are available to generate
electricity, where the availability each hour is weighted by the difference between market price and unit cost.



Nuclear Generation Capacity Factor. A measure of the amount of electricity
produced by a nuclear generating unit relative to the amount of electricity the unit is capable of producing.



System Average Interruption Frequency Index (SAIFI). A measure of the number
of sustained outages (greater than five minutes in duration) experienced during the year per customer served from both transmission and distribution systems calculated in accordance with the
applicable guidelines set forth in the IEEE Standard 1366  Guide for Electric Power Distribution Reliability Indices, including application of the "major event day" exclusions
described therein.



System Average Interruption Duration Index (SAIDI). A measure of the number
of outage minutes experienced during the year per customer served from both distribution and transmission systems calculated in accordance with the applicable guidelines set forth in the IEEE Standard
1366  Guide for Electric Power Distribution Reliability Indices, including application of the "major event day" exclusions described therein.



Commercial Availability (Midwest and Renewables Yield). A composite measure
of (i) non-regulated fossil generation reliability, determined as the weighted percentage of time the non-regulated fossil generation units are available to generate
electricity, where the availability each hour is weighted by the difference between market price and unit cost, and (ii) a renewables energy yield metric, determined by comparing actual
generation to expected generation, based on wind speed at the turbines.



International Equivalent Availability. A measure of the amount of electricity
that potentially could be produced by an international generating unit relative to the amount of electricity the unit is actually producing.



Regulated Generation Commercial Availability  Progress Energy
Carolinas. A measure of regulated generation reliability for Progress Energy Carolinas, determined as the weighted percentage of time the regulated generation units are
available to generate electricity, where the availability each hour is weighted by the difference between market price and unit cost.



Regulated Generation Commercial Availability  Progress Energy
Florida. A measure of regulated generation reliability for Progress Energy Florida, determined as the weighted percentage of time the regulated generation units are available to
generate electricity, where the availability each hour is weighted by the difference between market price and unit cost.

Individual Objectives. The remaining 20% of each participating named executive officer's 2012 opportunity under the STI Plan was based on individual objectives. The
individual goals, in the aggregate, could result in a payout with respect to the target opportunity equal to 50% in the event of threshold performance, 100% in the event of target performance and 150%
in the event of maximum performance. As described below, the individual goals for each of Ms. Good and Messrs. Manly and Jamil for 2012 consisted of a combination of strategic and
operational objectives, which were measured based on a subjective determination.

Ms. Good's
2012 individual goals were as follows:

Goal

Weighting

Description

Progress Energy Merger

10%

Provide effective support and collaboration with respect to the Progress Energy merger, including evaluating and providing strategic guidance related to regulatory hurdles, the determination of an approach to create value
for shareholders and maintain the proposed benefits for customers, and the delivery of the synergies related to the Progress Energy merger.

Regulatory Initiatives

5%

Provide effective support and collaboration to achieve key 2012 rate and regulatory initiatives.

Finance Initiatives

5%

Provide effective support and collaboration with respect to the restructuring and recapitalization in Ohio, focused investor targeting and employee engagement and focus.

Mr. Manly's 2012 individual goals were as follows:

Goal

Weighting

Description

Progress Energy Merger

7%

Provide legal and strategic support in connection with the Progress Energy merger.

Regulatory Initiatives

7%

Provide legal and strategic support in connection with all regulatory initiatives, including the Edwardsport IGCC project and rate case filings.

Establish and achieve 2012 goals for legal services with each business unit and client group, develop and execute the 2012 Internal Audit Plan, continue enhancing organizational culture relating to ethical conduct and
legal compliance, manage the IT function to support the scalable platform, and manage the Real Estate and Travel and Support function in an effective manner.

Improve safety, commercial availability, and cost efficiency (including a focus on new plant start-ups and future decommissioning of coal-fired units) for regulated generation.

Supply Chain

5%

Manage the enterprise supply chain operations in a cost effective manner, optimize the function through increased efficiencies, mitigate risks through effective vendor management, and develop alliances to support emerging
business needs.

Safety Component. In order to encourage a continued focus on safety, the Compensation Committee included the following safety measures in the 2012 STI
Plan:



Safety Penalty. The STI Plan payments for each of the participating named
executive officers were subject to a safety penalty of 5% depending on Duke Energy's 2012 enterprise-wide total incident case rate ("TICR"). TICR is a standard industry safety
measurement that is calculated based on the number of Occupational Safety and Health Administration recordable injuries per 100 workers per year. In February 2012, the Compensation Committee
established a TICR safety goal of 0.88. In connection with the merger, the Compensation Committee adjusted the TICR safety goal so that it applied in two equally-weighted parts as follows:
(i) the first half of the safety penalty applied if an enterprise-wide TICR of 0.88 (measured without regard to Progress Energy) was not achieved as measured against the entire 2012
calendar year, and (ii) the second half of the safety penalty applied if an enterprise-wide TICR of 0.80 (measured with regard to Progress Energy) was not achieved as measured
against the entire 2012 calendar year. Duke Energy's actual TICR result in 2012 was 0.69, which was better than the safety goal such that the safety penalty was not triggered and did not
decrease the 2012 STI Plan awards.



Safety Adder. The STI Plan payments of the participating named executive
officers were also eligible for a safety adder that could result in an increase of 5% if there were no work-related fatalities of any Duke Energy employee, contractor or
subcontractor during 2012, including the employees, contractors and subcontractors of Progress Energy for the portion of 2012 after the merger. Because no such work-related fatalities
occurred during 2012, the safety adder resulted in a 5% increase to the payments of eligible employees, including the participating named executive officers.

The
aggregate achievement level with respect to the individual goals for each of Ms. Good and Messrs. Manly and Jamil was 137%, 133% and 130%, respectively. As a result of the aggregate
corporate, operational and individual performance, Ms. Good and Messrs. Manly and Jamil earned bonuses under the 2012 STI Plan equal to $648,401; $626,165; and $558,004, respectively.

Long-Term Incentive Compensation. Opportunities under the LTI program are provided to our named executive officers (other than Mr. Rogers, who
receives separate LTI awards based in part on the same performance measures that apply under the LTI program to the other named executive officers) to align executive and shareholder interests in an
effort to maximize shareholder value. In this regard, each

year
the Compensation Committee reconsiders the design and amount of the LTI awards and generally grants equity awards at the Compensation Committee's first regularly scheduled meeting each year.
Duke Energy's executive officers do not have a role in selecting the date on which LTI awards are granted. Because the closing price of Duke Energy's common stock is a key factor in
determining the number of shares in each employee's LTI award, the Compensation Committee considers volatility when determining the size of LTI plan awards.

2010-2012 Performance Shares under the 2010 LTI Program. The 2010 performance share cycle commenced on January 1, 2010, and ended on
December 31, 2012. The performance shares generally vest only to the extent two equally weighted performance measures are satisfied. The first measure is based on Duke Energy's relative
total shareholder return ("TSR") for the three-year period from January 1, 2010 to December 31, 2012 as compared to the companies in the Philadelphia Utility Index, as
follows:

Relative TSR
Performance
Percentile

Percent Payout of
Target 2010-2012
Performance Shares

Result

Payout of
Target

75th Percentile or Higher

150%

64.7th
Percentile

129.4

%

50th Percentile (Target)

100%

25th Percentile

50%

Below 25th Percentile

0%

For purposes of the LTI program, "TSR" is calculated based on the change, expressed as a percentage, in the fair market value of an initial investment in common
stock, over a specified period, with dividends reinvested.

The
second measure is based on Duke Energy's adjusted return on equity ("ROE") for the three-year period from January 1, 2010 to December 31, 2012, as follows:

Adjusted
Achieved ROE

Percent Payout of
Target 2010-2012
Performance Shares

Result

Payout of
Target

10% or Higher

150%

10.64%

150

%

9.5% (Target)

100%

9%

50%

Lower than 9%

0%

For additional information about the calculation of the ROE measure, see page 50.

In
the aggregate, this performance corresponds to a payout of 139.7% of the target number of 2010-2012 performance shares, plus dividend equivalents earned during the 2010-2012
performance period. The following table lists the number of 2010-2012 performance shares (adjusted for the Reverse Stock Split) to which Ms. Good and Messrs. Manly and Jamil
became vested at the end of the performance cycle:

Name

2010-2012 Performance Shares

Lynn J. Good

22,819

Marc E. Manly

23,810

Dhiaa M. Jamil

17,361

2012 LTI Program

The Compensation Committee approved an LTI opportunity in 2012 equal to 200% of base salary for Ms. Good and Messrs. Manly and Jamil,
which was the same LTI opportunity that was provided to each of these named executive officers in 2011. Under the 2012 LTI program, 30% of each participating named executive officer's LTI opportunity
was provided in the form of restricted stock units and the remaining 70% was provided in the form of performance shares, as follows (all as adjusted for the Reverse Stock Split):

2012-2014 Performance Shares (at Target Level)

Name

Grant Date

Based on Total
Shareholder Return

Based on Adjusted
Return on Equity ("ROE")

Restricted stock units

Lynn J. Good

2/27/2012

6,811

6,811

5,838

Marc E. Manly

2/27/2012

6,644.5

6,644.5

5,696

Dhiaa M. Jamil

2/27/2012

5,814

5,814

4,984

In order to enhance our retention incentives, the 2012 restricted stock units generally vest in equal portions on each of the first three anniversaries of the
grant date, provided the recipient continues to be employed by Duke Energy on each vesting date or his or her employment terminates by reason of retirement, subject to compliance with
restrictive covenants (e.g., non-competition). In order to emphasize pay for performance, the 2012 performance shares generally vest at
the end of the three-year performance period only to the extent two equally weighted performance measures are satisfied. The first measure is based on Duke Energy's relative TSR for
the three-year performance period from January 1, 2012 to December 31, 2014, as compared to the companies in the Philadelphia Utility Index, as follows:

Relative TSR Performance Percentile

Percent Payout of Target
Performance Shares

75th Percentile or Higher

150

%

50th Percentile (Target)

100

%

25th Percentile

50

%

Below 25th Percentile

0

%

The second measure is based on Duke Energy's adjusted ROE over the three-year performance period from January 1, 2012 to
December 31, 2014, as follows:

Adjusted Achieved ROE

Percent Payout of Target
Performance Shares

10.6% or Higher

150

%

10% (Target)

100

%

9.4%

50

%

Below 9.4%

0

%

The LTI program incorporates the adjusted ROE performance measure in 2012 in recognition of the capital intensive nature of Duke Energy's business. The
Compensation Committee believes that this performance measure provides an additional incentive to efficiently and effectively allocate capital and measure overall business performance.

For
additional information about the calculation of the ROE measure, see page 50.

Retirement and Welfare Benefits and Perquisites. Our named executive officers participate in the retirement and welfare plans generally available to other eligible
employees. In addition, in order to attract and retain key executive talent, we believe that it is important to provide the executive officers, including our named executive officers, with certain
limited retirement benefits that are offered only to a select group of management. The retirement plans that are provided to our named executive officers, including the plans offered only to a select
group of management, are described on pages 57 - 61. These benefits are comparable to the benefits provided by peers of Duke Energy, as determined based on market surveys.

Duke Energy
provides the named executive officers with the same health and welfare benefits it provides to all other similarly situated employees, and at the same cost charged to all other
eligible employees. The named executive officers also are entitled to the same post-retirement health and welfare benefits as those provided to similarly situated retirees.

Mr. Rogers
does not participate in any of these employee benefit plans on a going forward basis except: (i) with respect to the receipt of health and welfare benefits; and (ii) he
can elect to defer his stock awards under the terms of the Duke Energy Corporation Executive Savings Plan. Mr. Rogers, however, maintains balances under certain of these plans reflecting
previously accrued benefits.

Additionally,
in 2012, Duke Energy provided our named executive officers with certain other perquisites, which are disclosed in footnote 5 to the Summary Compensation Table.
Duke Energy provides these perquisites, as well as other benefits to certain executives, in order to provide
competitive compensation packages. The cost of perquisites and other personal benefits are not part of base salary and, therefore, do not affect the calculation of awards and benefits under
Duke Energy's other compensation arrangements (e.g., retirement and incentive compensation plans). Unless otherwise noted, each of our named
executive officers received the perquisites and other benefits described in the following table.

Perquisite

Description

Executive Physical

Each executive is entitled to the annual reimbursement of up to $2,500 for the cost of a comprehensive physical examination. Pursuant to his employment agreement, in lieu of receiving a payment of up to $2,500,
Mr. Rogers is eligible to be reimbursed for the cost of a comprehensive physical examination at the Mayo Clinic.

Airline Membership

Each executive (other than Mr. Rogers) is entitled to Chairman's Preferred Status at U.S. Airways.

Personal Travel on Corporate Aircraft

Mr. Rogers may use corporate aircraft for personal travel in North America. With advance approval from the Chief Executive Officer, the other named executive officers may use the corporate aircraft for personal
travel in North America. If Mr. Rogers or any other named executive officer uses the aircraft for personal travel, he or she must reimburse Duke Energy the direct operating costs for such travel. However, Mr. Rogers is not required to
reimburse Duke Energy for the cost of travel to the executive physical described above or to meetings of the board of directors of other companies on whose board he serves. Although Mr. Rogers is entitled under his employment agreement to
reimbursement, including payment of a tax gross-up, for expenses associated with his spouse accompanying him on business travel, he has never requested nor received such a tax gross-up for his spouse's travel. For additional information on the use of
the corporate aircraft, see footnote 5 to the Summary Compensation Table.

Financial Planning and Tax Preparation Services

Each year, we reimburse each participating executive (other than Mr. Rogers) for expenses incurred for tax and financial planning services. This program is administered on a three-year cycle, such that participating
executives can be reimbursed for up to $15,000 of eligible expenses during the three-year cycle.

Matching Charitable Contributions

The Duke Energy Foundation, independent of Duke Energy, maintains The Duke Energy Foundation Matching Gifts Program under which all employees are eligible for matching contributions of up to $5,000 per
calendar year to qualifying institutions.

Severance. Duke Energy has entered into change in control agreements with Ms. Good and Messrs. Manly and Jamil. Under these agreements, each
such named executive officer would be entitled to certain payments and benefits if (1) a change in control were to occur and (2) within two years following the change in control,
(a) Duke Energy terminated the executive's employment without "cause" or (b) the executive terminated his employment for "good reason." The severance protection provided by
Duke Energy is generally two times the executive's annual compensation and becomes payable only if there is both a change in control and a qualifying termination of employment. The Compensation
Committee approved the two times severance multiplier after consulting with its advisors and reviewing the severance protection provided by peer companies. The Compensation Committee believes that the
protection provided through these severance arrangements is appropriate in order to diminish the uncertainty and risk to the executives' roles in the context of a potential or actual change in
control. The benefit levels under the change in control agreements are described in more detail under the "Potential Payments Upon Termination or Change in Control" section of this proxy statement.
The change in control agreements do not provide for golden parachute excise tax gross-up payments.

In
order to ensure that Duke Energy continues to provide reasonable severance benefits, the Compensation Committee has established a policy pursuant to which it generally will seek shareholder
approval for any future agreement with certain individuals (e.g., a named executive officer) that provides severance benefits in excess of 2.99
times the sum of the executive's base salary and annual bonus, plus the value of continued participation in welfare, retirement and equity compensation plans determined as if the executive remained
employed for 2.99 additional years. Under the policy, Duke Energy also will seek shareholder approval of any such agreement that provides for the payment of any tax gross-ups by
reason of the executive's termination of employment, including reimbursement of golden parachute excise taxes.

The
Duke Energy Executive Severance Plan provides varying levels of severance protection to senior executives. The Compensation Committee believes that this plan is appropriate in order to
provide a consistent approach to executive severance, and to provide eligible executives with certainty and security while they are focusing on their duties and responsibilities. Severance payments
and benefits would only be paid in the event that an eligible executive's employment is involuntarily terminated without "cause" or is voluntarily terminated for "good reason," and are subject to
compliance with restrictive covenants (e.g., non-competition). The severance payments and benefits that would be paid in the event of a
qualifying termination of employment to those senior executives who are identified as "Tier I Participants," including Ms. Good and Messrs. Manly and Jamil, generally approximate
two times their annual compensation. The

Executive
Severance Plan prohibits the payment of severance if an executive also would be entitled to severance payments and benefits under a separate agreement or plan maintained by
Duke Energy, including the change in control agreements described above. The Executive Severance Plan does not provide for golden parachute excise tax gross up payments. The benefit levels
under the Executive Severance Plan are described in more detail under the "Potential Payments Upon Termination or Change in Control" section of this proxy statement.

Compensation of the Chief Executive Officer

The
Compensation Committee is responsible for establishing the compensation of the Chief Executive Officer. The Compensation Committee's objective in this regard is to motivate and retain a Chief
Executive Officer who is committed to delivering sustained superior performance for all of Duke Energy's stakeholders. The Corporate Governance Committee, however, establishes the Chief
Executive Officer's individual goals and, based upon input from the other members of the Board of Directors, determines his performance with respect to those goals.

Duke Energy
entered into an employment agreement with Mr. Rogers, effective February 19, 2009. Under this agreement, Mr. Rogers does not receive a base salary and he is
generally not eligible to participate in Duke Energy's incentive compensation and benefit plans, including its cash bonus programs, but he is permitted to participate in Duke Energy's
medical and dental plans if he pays the required premiums. Mr. Rogers also is entitled to certain fringe benefits, and he remains entitled to benefits under legacy plans and agreements of
Cinergy Corp., which merged with Duke Energy in 2006.

Under
the employment agreement, Mr. Rogers will be compensated through 2013, primarily through annual grants of stock options, restricted stock units and performance shares, as
follows:



An annual stock option grant with a value of $1,600,000, in each case vesting ratably in three equal annual installments.
Mr. Rogers generally may not dispose of any shares acquired upon exercise of any such options until January 1, 2014, except to pay the exercise price of the option or related tax
withholding.



An annual restricted stock unit award with a value of $2,000,000, in each case vesting ratably in four equal quarterly
installments following grant. Dividend equivalents are payable currently in cash.



An annual performance share award based on annual performance metrics consistent with those established for the other named
executive officers under the STI Plan, except that the maximum payment is equal to 199.50% of the target opportunity rather than 183.75%, with a target value of $2,000,000. Dividend equivalents are
accumulated and paid only if the underlying performance shares become payable.



A long term performance share award based on performance over a three year performance period, with performance metrics
consistent with those established for the other named executive officers under each year's LTI program, with a target value of $2,400,000. Dividend equivalents are accumulated and paid only if the
underlying performance shares become payable.

The
value of the equity awards for the first calendar year of the contract (i.e., 2009) was prorated in recognition of the fact that the equity
awards made under Mr. Rogers' prior agreement were intended to compensate him through April 3, 2009. The Compensation Committee believes that the equity awards called for under the
agreement strike a balance between awards designed principally to reward continued employment (the restricted stock unit awards) and awards designed principally to reward both continued employment and
stock price and operational performance (the stock options and performance share awards). Moreover, by linking the performance metrics under the performance shares to those applicable to
Duke Energy's other named executive officers, the Compensation Committee is ensuring that all of the named executive officers are focused on achieving goals designed to increase shareholder
value.

Mr. Rogers'
employment agreement contains non-competition and non-solicitation obligations. The non-competition obligations survive for one year following
his termination of employment for any reason, and the non-solicitation obligations survive for two years following his termination of employment for any reason.

For
2012, Mr. Rogers' annual performance shares covered 31,641 shares of Duke Energy common stock (at target performance, and as adjusted for our Reverse Stock Split). The performance
criteria applicable to the annual performance shares were weighted 50%, 20%, and 10% on the same adjusted diluted EPS goal, O&M expense control goal and reliability goal, respectively, as were
applicable for the other named executive officers under the 2012 STI Plan (except for a different maximum payout as described above), and the remaining 20% was based on the following individual goals:



Progress Energy Merger (weighting 
10%). Accomplish the best result for our stakeholders with respect to the proposed Progress Energy merger, including evaluating and
providing strategic guidance related to the regulatory hurdles to the merger, determining an approach that will create value for our shareholders and maintain the proposed benefits to customers,
delivering on the synergies related to the Progress Energy merger, redefining and executing on our growth strategy, fostering employee engagement and focus during a year of uncertainty so we are
positioned to execute on our growth strategy, and identifying and creating risk maps for all aspects of the Progress Energy merger, including the risks associated with the regulatory requirements.



Regulatory Initiatives (weighting 
10%). Provide support with respect to regulatory initiatives, including achieving regulatory clarity and managing the Edwardsport IGCC
construction project on schedule in order to achieve the targeted in-service date, providing support, guidance and strategic vision with regard to the development and prosecution of rate
case filings, providing direction on influencing the legislative agencies regarding environmental and nuclear priorities, and identifying and creating risk maps for all regulatory initiatives.

The
annual portion of Mr. Rogers' 2012 performance share opportunity was subject to the same 5% TICR-based safety penalty and 5% safety adder (in the event of no
work-related employee or contractor fatality) that applied to the other participating named executive officers under the 2012 STI Plan. The penalty was not triggered due to the fact that
Duke Energy's actual TICR was better than the pre-established target TICR level. In addition, the Compensation Committee determined that the safety adder was achieved and would
increase the payout of Mr. Rogers' annual 2012 performance shares by 5%.

The
aggregate achievement level with respect to Mr. Rogers' individual goals was 119.65%. Based on the actual level of achievement of the corporate objectives and individual objectives,
Mr. Rogers earned 138.85% of his 2012 annual performance share opportunity, resulting in a payout of 43,933 shares, plus dividend equivalents.

Mr. Rogers
also was granted long-term performance shares in 2010 with respect to the 2010-2012 performance period. These performance shares were subject to the same two
equally weighted performance measures that applied to other participating named executive officers, as described on page 44. Based on Duke Energy's performance, Mr. Rogers
received a payout of 68,023 performance shares, plus dividend equivalents earned during the 2010-2012 performance period, which is equal to a payout of 139.7% of the target number of
Mr. Rogers' 2010-2012 performance shares.

For
2012, the performance criteria applicable to the long-term portion of Mr. Rogers' performance shares were the same two equally weighted predetermined measures based on TSR and
adjusted ROE as were applicable for the other participating named executive officers under the 2012 LTI program, as measured over the 2012-2014 performance period. If earned, such
performance shares would be paid in early 2015.

Actions Taken in Connection with the Progress Energy Merger. Mr. Rogers entered into a term sheet with Duke Energy on January 8, 2011, in
connection with the announcement of a merger agreement with Progress Energy. The term sheet provided that Mr. Rogers' employment agreement would be amended to reflect the fact that following
the merger, Mr. Rogers would serve as Executive Chairman of the Board of Directors of Duke Energy and would cease to serve as President and Chief Executive Officer. The term sheet also
provided for Mr. Rogers' compensation arrangement to remain the same as under his current employment agreement through December 31, 2013.

Upon
the closing of the Progress Energy merger on July 2, 2012, Mr. Rogers' employment agreement was amended as described above in the term sheet, and Mr. Johnson assumed the role
of President and Chief Executive Officer of Duke Energy. On July 3, 2012, Mr. Johnson resigned from this role, and the Board of Directors of Duke Energy requested that
Mr. Rogers continue as Chief Executive Officer and President of Duke Energy rather than serving as Executive Chairman as originally contemplated. Mr. Rogers accepted the Board of
Directors' request, and the prior amendment to Mr. Rogers' employment agreement was nullified on July 3, 2012, resulting in the continuation without change of Mr. Rogers' original
employment agreement, which expires on December 31, 2013.

With
Mr. Rogers' consent and in connection with a settlement agreement entered into on November 29, 2012 by and among Duke Energy, the staff of the North Carolina Utilities
Commission and the North Carolina Utilities Commission Public Staff, Mr. Rogers has chosen to retire by December 31, 2013 at the expiration of his current employment agreement. As a
result of Mr. Rogers' decision, Duke Energy currently is undertaking steps to name a new Chairman of the Board of Directors and a new Chief Executive Officer.

Former Progress Energy Named Executive Officers

On July 2, 2012, we completed the Progress Energy merger. In connection with the Progress Energy merger, Mr. Johnson was appointed our President
and Chief Executive Officer, Mr. Lyash was appointed Executive Vice President  Energy Supply, Mr. McArthur was
appointed Executive Vice President  Regulated Utilities, and Mr. Mulhern was appointed Executive Vice President & Chief Administrative Officer. At that time, the
Compensation Committee reviewed updated market data sources in light of the increased scope of responsibilities for the former Progress Energy named executive officers and established the following
total direct compensation levels:

The Compensation Committee adjusted Mr. Lyash's compensation two times in connection
with the closing of the Progress Energy merger. First, on July 2, 2012, the Compensation Committee increased his base salary from $480,588 to $500,000, increased his annual target STI
opportunity as a percentage of his base salary from 55% to 70%, and increased his annual target LTI opportunity as a percentage of his base salary from 175% to 190%. Subsequently, on July 9,
2012, the Compensation Committee increased his base salary from
$500,000 to $515,000, increased his annual target STI opportunity as a percentage of his base salary from 70% to 80%, and increased his annual target LTI opportunity as a percentage of his base salary
from 190% to 200%.

Mr. Johnson resigned from his position on July 3, 2012, Messrs. McArthur and Mulhern resigned from their respective positions on
July 11, 2012, and Mr. Lyash resigned from his position on December 31, 2012. Following is a discussion of the compensation arrangements and decisions with respect to each of
these former Progress Energy named executive officers following the merger. As described below, the severance benefits for each of these former Progress Energy named executive officers were based
substantially on the benefits provided under the Progress Energy, Inc. Management Change-in-Control Plan (the "Progress Energy CIC Plan"), which plan was assumed by
Duke Energy in connection with the Progress Energy merger. The Compensation Committee did not establish the severance levels under the Progress Energy CIC Plan. Instead, the severance levels
under the Progress Energy CIC Plan were established by Progress Energy prior to the Progress Energy merger.

Mr. Johnson. On June 27, 2012, Duke Energy entered into a three-year employment agreement with Mr. Johnson that provided for
his employment as Duke Energy's President and Chief Executive Officer, effective as of the closing of the merger on July 2, 2012. The employment agreement was based on the term sheet
that was executed at the time that the merger agreement was signed on January 8, 2011, and provided Mr. Johnson with the compensation adjustments described above. The agreement also
provided Mr. Johnson with severance benefit protection that was substantially the same as that provided under the Progress Energy CIC Plan, except that he would not be entitled to an excise tax
gross-up relating to Section 280G of the Internal Revenue Code.

In
connection with Mr. Johnson's resignation from Duke Energy on July 3, 2012, he negotiated a separation agreement with Duke Energy. In consideration for
Mr. Johnson's agreement to cooperate with

Duke Energy
with respect to transition matters, his agreement to non-competition, non-solicitation, non-disparagement and confidentiality covenants, and a
release of claims, the separation agreement provided Mr. Johnson with substantially the same severance benefit protection as provided under the Progress Energy CIC Plan (including, if such
taxes would have been due, a tax gross-up for excise taxes relating to Section 280G of the Internal Revenue Code). The actual amount of Mr. Johnson's separation benefits were
not of such an amount that they resulted in the imposition of an excise tax relating to Section 280G of the Internal Revenue Code, and, therefore, no tax gross-up was paid. In
addition, in consideration of the various covenants identified above, Mr. Johnson was eligible under the separation agreement to receive a lump sum payment equal to the lesser of
(i) $1,500,000 or (ii) the portion of the $1,500,000 that, when aggregated with the other payments that were contingent upon a change in control, would not be an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code, but in any event such payment would not be less than $500,000.

Mr. Johnson
also was entitled to his accrued and unpaid benefits under Progress Energy's retirement and deferred compensation plans. These benefits were earned during Mr. Johnson's
employment with Progress Energy and were not enhanced or increased as a result of the separation agreement. The severance benefits paid to Mr. Johnson are set out in footnote 5 of the
Summary Compensation Table on page 52 and in the Potential Payments Upon Termination or Change in Control section on page 66.

Messrs. McArthur and Mulhern. Each of Messrs. McArthur and Mulhern resigned from Duke Energy effective on July 11, 2012. In connection
with the resignations, each of them entered into a separation agreement that provided substantially the same severance benefit protection as that provided upon a voluntary termination of employment
for "good reason" under the Progress Energy CIC Plan. The actual severance benefits paid to each of Messrs. McArthur and Mulhern are set out in footnote 5 of the Summary Compensation
Table on page 52 and in the Potential Payments Upon Termination or Change in Control section on page 66.

There
was, however, one change to the severance benefits provided under the Progress Energy CIC Plan. In general, under the Progress Energy CIC Plan each of Messrs. McArthur and Mulhern would
be entitled to full vesting of all assumed equity awards upon a voluntary termination of employment for good reason, with any performance shares vesting at the "target" level. The separation
agreements for Messrs. McArthur and Mulhern provided that all of their performance shares would vest at the target level, except that their performance shares for the 2012-2014
performance cycle would continue to vest based on the same performance goals, as amended by the Compensation Committee after the merger, that apply to other former Progress Energy executives who
remain employed with Duke Energy, subject to a minimum payout of no less than 50% of target. The two adjusted performance measures that would continue to apply to these performance shares for
the 2012-2014 performance cycle (as well as to the 2012-2014 performance shares of other former Progress Energy executives who remain employed with Duke Energy) are set
forth below.



The first measure is based on Progress Energy's relative TSR for the three-year performance period from
January 1, 2012 to December 31, 2014 as compared to the TSR of the companies in a customized peer group comprised of highly regulated utilities. In connection with the Progress Energy
merger, the Compensation Committee adjusted the TSR goal to provide that (i) it would be measured by reference to the common stock of Progress Energy for the period prior to the merger, and by
reference to the common stock of Duke Energy for the period after the merger, and (ii) the peer group of companies against which the TSR is measured was amended to remove
Duke Energy for the entire performance period. The peer group, after the removal of Duke Energy, consisted of the following companies: Alliant Energy Corporation, American Electric
Power, Inc., Consolidated Edison, Great Plains Energy, Inc., NV Energy, Inc., PG&E Corporation, Pinnacle West Capital Corporation, Portland General Electric Company, SCANA
Corporation, Southern Company, Westar Energy, Inc., Wisconsin Energy Corp. and Xcel Energy, Inc.



The second measure is based on Progress Energy's rate of "earnings growth" during the performance period. In connection
with the Progress Energy merger, the Compensation Committee adjusted the earnings growth goal to provide that it would be calculated by reference to the on-going earnings per share of
Duke Energy for the entire 2012-2014 performance period, with such growth measured based on an earnings per share baseline of $4.23 for the 2011 calendar year.

Duke Energy
entered into a consulting agreement with Mr. McArthur in connection with a settlement agreement entered into on November 29, 2012 by and between Duke Energy,
the staff of the North Carolina Utilities Commission and the North Carolina Utilities Commission Public Staff. Under this agreement, Mr. McArthur will provide advice and consulting services on
matters related to legal, regulatory and legislative policy issues advanced by Duke Energy before the North Carolina General Assembly and the North Carolina Utilities Commission, as well as on
methods and procedures for maintaining good relationships with government officials in North Carolina. The consulting agreement terminates on December 31, 2014, with certain exceptions, and
provides Mr. McArthur with a retainer of $14,880 per month.

Mr. Lyash. In addition to the compensation adjustments described above, the Compensation Committee provided Mr. Lyash with a retention agreement on
July 9, 2012 under which he would be paid $1,000,000, less applicable taxes, subject to him remaining continuously employed with Duke Energy until the second anniversary of the Progress
Energy merger. Effective on December 31, 2012, Mr. Lyash resigned from Duke Energy, resulting in the forfeiture of this retention agreement. In connection with Mr. Lyash's
resignation, he entered into a separation agreement that provided substantially the same severance benefit protection as that provided upon a voluntary termination of employment for "good reason"
under the Progress Energy CIC Plan. The actual severance benefits paid to Mr. Lyash are set out in footnote 5 of the Summary Compensation Table on page 52 and in the Potential
Payments Upon Termination or Change in Control section on page 66.

Amendment to Progress Energy Supplemental Plan. In connection with the Progress Energy merger and pursuant to the terms of the merger agreement entered into by
Duke Energy and Progress Energy, on July 2, 2012, the Compensation Committee amended the Duke Energy Corporation Executive Cash Balance Plan (the "ECBP") to provide that the
portion of the Progress Energy Supplemental Senior Executive Retirement Plan (the "Progress Energy Supplemental Plan") relating to the ten active participants in the Progress Energy Supplemental Plan,
including the former Progress Energy named executive officers, was merged into the ECBP. As a result, the nonqualified retirement benefits that were originally to be provided to the former Progress
Energy named executive officers under the Progress Energy Supplemental Plan are instead provided pursuant to the amended ECBP. The amended ECBP provides that the former Progress Energy named executive
officers would participate in the

ECBP
and be entitled to nonqualified retirement pension benefits equal to the greater of:



The sum of (i) the accrued benefit under the Progress Energy Supplemental Plan frozen as of the closing of the
Progress Energy merger (based on applicable service and compensation earned prior to the closing of the merger) and (ii) future benefits under the ECBP with respect to service and compensation
levels following the closing of the Progress Energy merger; or



The benefits earned under the Progress Energy Supplemental Plan, as increased by post-Progress Energy merger
service and cost of living adjustments.

Risk Assessment of Compensation Policies and Practices

In consultation with the Compensation Committee, members of management from Duke Energy's Human Resources, Legal and Risk Management groups assessed
whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees, including employees other than our named executive officers. This assessment included
a review of the risk characteristics of Duke Energy's business and the design of our incentive plans and policies.

Management
reported its findings to the Compensation Committee, and after review and discussion, the Compensation Committee concluded that our plans and policies do not encourage excessive or
inappropriate risk taking. Although a significant portion of our executive compensation program is performance based, the Compensation Committee has focused on aligning Duke Energy's
compensation policies with the long-term interests of Duke Energy and avoiding rewards that could create unnecessary risks to the company, as evidenced by the
following:



We do not use highly leveraged STI goals, but instead the STI opportunities are based on balanced performance metrics that
promote long-term goals, and all payouts are capped at a pre-established percentage of the target payment opportunity;



Our LTI opportunities generally vest over a period of three years in order to focus our executives on long-term
performance and enhance retention. Our performance shares are granted annually and have overlapping three-year performance periods, so any inappropriate risks taken to increase the payout
under one award could jeopardize the potential payouts under other awards;



We use a variety of performance metrics (i.e., adjusted diluted EPS,
O&M expense, reliability, safety, TSR, adjusted ROE) that correlate to long-term value, and our performance goals are set at levels that we believe are reasonable in light of past
performance and market conditions;



Our stock ownership policy requires the members of our Executive Leadership Team, including our named executive officers,
to hold a minimum level of Duke Energy shares to ensure that each executive has personal wealth tied to the long-term success of Duke Energy and is therefore aligned with
shareholders; and



We maintain a "clawback policy," which allows Duke Energy to require the reimbursement of any incentive
compensation, the payment of which was predicated upon the achievement of financial results that were subsequently the subject of a restatement caused or partially caused by the recipient's fraud or
misconduct. It also entitles us to recover inadvertent payments based on an incorrect calculation.

Tax and Accounting Implications

Deductibility of Executive Compensation. The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of
the Internal Revenue Code, which provides that Duke Energy generally may not deduct, for federal income tax purposes, annual compensation in excess of $1 million paid to certain
employees. Performance based compensation paid pursuant to shareholder approved plans is not subject to the deduction limit as long as such compensation is approved by "outside directors" within the
meaning of Section 162(m) of the Internal Revenue Code and certain other requirements are satisfied.

Although
the Compensation Committee generally intends to structure and administer executive compensation plans and arrangements so that they will not be subject to the deduction limit of
Section 162(m) of the Internal Revenue Code, the Compensation Committee may, from time to time, approve payments that cannot be deducted in order to maintain flexibility in structuring
appropriate compensation programs in the
interests of shareholders. For example, restricted stock unit awards received by certain employees, and amounts paid to certain employees under the STI Plan with respect to individual objectives, may
not be deductible for federal income tax purposes, depending on the amount and other types of compensation received by such employees.

Accounting for Stock Based Compensation. Duke Energy recognizes stock-based compensation based upon the estimated fair value of the awards, net of estimated
forfeitures. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period, or for certain share
based awards until the employee becomes retirement eligible, if earlier. Share based awards, including stock options, but not performance shares, granted to employees that are already retirement
eligible are deemed to have vested immediately upon issuance, and therefore, compensation cost for those awards is recognized on the date such awards are granted.

Non-GAAP Financial Measures. As described previously in this Compensation Discussion and Analysis, Duke Energy uses various financial measures,
including adjusted diluted EPS and O&M expense, in connection with short-term and long-term incentives. Adjusted diluted EPS is a non-GAAP financial measure as it
represents diluted EPS from continuing operations attributable to Duke Energy common shareholders, adjusted for the per share impact of special items and the
mark-to-market impacts of economic hedges related to certain generation assets in the Commercial Power segment. Duke Energy's management also uses adjusted diluted EPS
as a measure to evaluate operations of the Company. The O&M expense measure used for incentive plan purposes also is a non-GAAP financial measure as it too is adjusted for the impact of
certain of these items. Special items represent certain charges and credits which management believes will not be recurring on a regular basis, although it is reasonably possible such charges and
credits could recur. The impact of an asset impairment is a special item that generally is excluded from adjusted EPS. Mark-to-market adjustments reflect the
mark-to-market impact of derivative contracts, which is recognized in GAAP earnings immediately as such derivative contracts do not qualify for hedge accounting or regulatory
accounting treatment, used in Duke Energy's hedging of a portion of the economic value of its generation assets in the Commercial Power segment. The economic value of the generation assets is
subject to fluctuations in fair value due to market price volatility of the input and output commodities (e.g., coal, power) and, as such, the
economic hedging involves both purchases and sales of those input and output commodities related to the generation assets. Because the operations of the generation assets are accounted for under the
accrual method, management believes that excluding the impact of mark-to-market changes of the economic hedge contracts from

adjusted
earnings until settlement better matches the financial impacts of the hedge contract with the portion of the economic value of the underlying hedged asset. The most directly comparable GAAP
measures for adjusted diluted EPS and O&M expense measures used for incentive plan purposes are reported diluted EPS from continuing operations attributable to Duke Energy Corporation common
shareholders and reported O&M expense from continuing operations, which include the impact of special items and the mark-to-market impacts of economic hedges in the Commercial
Power segment. For purposes of the LTI program, adjusted ROE is calculated based on the average of the annual adjusted ROE, with equity determined on a quarterly basis, earned by Duke Energy
during the applicable performance period with each annual adjusted ROE being calculated by dividing adjusted net income by average shareholders' equity, which is calculated by reference to
shareholders' equity as reported on Duke Energy's consolidated balance sheet, excluding goodwill. Under this calculation, adjusted net income is determined in a manner similar to the
methodology used for calculating adjusted diluted EPS for purposes of the STI Plan.

The following table provides compensation information for our Chief Executive Officer (Mr. Rogers) and our Chief Financial
Officer (Ms. Good) and the three other most highly compensated executive officers who were employed on December 31, 2012 (Messrs. Lyash, Manly, and Jamil). The table also provides
compensation information for Mr. Johnson, who served as our Chief Executive Officer for a period during 2012, as well as Messrs. McArthur and Mulhern, each of whom would have been among
the three most highly compensated executive officers if they had remained employed through December 31, 2012. The table provides information for 2010 and 2011 only to the extent that the named
executive officer was included in the Duke Energy Summary Compensation Table for those years. For the named executive officers who joined us from Progress Energy (Messrs. Johnson, Lyash,
McArthur and Mulhern), the table only provides information for compensation earned after the Progress Energy merger.

This column does not reflect the value of stock awards that were actually earned or received by
the named executive officers during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the performance shares
(based on the probable outcome of the performance conditions as of the date of grant) and restricted stock units granted to our named executive officers in the applicable year. The aggregate grant
date fair value of the performance shares granted in 2012 to Messrs. Rogers, Manly, and Jamil, and Ms. Good, assuming that the highest level of performance would be achieved, is
$7,590,092; $1,259,997; $1,102,509; and $1,291,570, respectively. Pursuant to the terms of the Progress Energy merger agreement, Duke Energy was required to assume Progress Energy equity awards
and convert them to Duke Energy performance shares of equivalent value. This column also reflects the incremental fair value related to the modification, upon the termination of employment of
Messrs. McArthur and Mulhern on July 11, 2012, of the restricted stock units and the target number of performance shares that were granted by Progress Energy to Messrs. McArthur
and Mulhern under the Progress Energy, Inc. 2007 Equity Incentive Plan for the 2010-2012, 2011-2013, and 2012-2014 performance periods. In connection with
the termination of employment of Messrs. McArthur and Mulhern, the restricted stock units became vested and the performance shares for the 2010-2012 and 2011-2013
performance periods were settled at the target number of shares and the performance shares for the 2012-2014 performance period continued to vest based on the applicable performance goals,
as amended by the Compensation Committee after the Progress Energy merger, subject to a minimum payout of 50% of the target number of shares. This column does not reflect the portion of
Mr. McArthur's restricted stock units and performance shares that would have vested in any event due to the fact that he was eligible for retirement. The aggregate grant date fair value of the
awards was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements contained in our Annual Report for an
explanation of the assumptions made in valuing these awards.

This column does not reflect the value of shares that were actually acquired upon the exercise
of stock options by Mr. Rogers during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the stock options
granted to Mr. Rogers in the applicable year. The aggregate grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of
the Consolidated Financial Statements contained in our Annual Report for an explanation of the assumptions made in valuing these awards.

(3)

With respect to the applicable performance period, this column reflects amounts payable under
the Duke Energy Corporation Executive Short-Term Incentive Plan. Unless deferred, the 2012 amounts were paid in March
2013.

(4)

This column includes the amounts listed below. The amounts listed were earned over the
12-month period ending on December 31, 2012.

Rogers
($)

Good
($)

Johnson
($)

Lyash
($)

Manly
($)

Jamil
($)

McArthur
($)

Mulhern
($)

Change in Actuarial Present Value of Accumulated Benefit Under:

Duke Energy Retirement Cash Balance Plan

0

0

0

0

0

75,611

0

0

Duke Energy Executive Cash Balance Plan

0

488,483

0

0

432,996

116,512

0

0

Cinergy Corp. Non-Union Employees' Pension Plan

67,586

35,307

0

0

95,658

0

0

0

Progress Energy Supplemental Senior Executive Retirement Plan*

0

0

4,966,826

635,268

0

0

2,520,947

646,793

Progress Energy Pension Plan*

0

0

58,473

63,312

0

0

44,924

57,528

Above-Market Interest Earned on Amounts Deferred Under the Deferred Compensation Agreement for Mr. Rogers and the Deferred Compensation
Plan for Key Management Employees for Mr. Johnson

320,671

0

7,539

0

0

0

0

0

TOTAL

388,257

523,790

5,032,838

698,580

528,654

192,123

2,565,871

704,321

*

As reflected in the "Pension Benefits" table, Messrs. Johnson and McArthur elected to
receive a complete distribution of their benefits under the Progress Energy Pension Plan following their termination of employment in 2012. The change in the actuarial present value of their benefit
under the Progress Energy Pension Plan has been calculated as if the distribution had not occurred. The amounts listed above for the change in actuarial present value under the Progress Energy
Supplemental Senior Executive Retirement Plan and the Progress Energy Pension Plan were earned throughout 2012 (both before and after the Progress Energy merger).

Value of Accelerated Vesting of Stock Awards at Termination of Employment****

0

0

13,168,653

2,938,838

0

0

1,619,253

0

TOTAL

369,229

76,515

23,616,736

6,382,816

201,381

90,821

4,811,433

2,212,415

*

Regarding use of corporate aircraft, named executive officers are required to reimburse
Duke Energy the direct operating costs of any personal travel. With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third party charges
Duke Energy for such trip. With respect to flights on the Company-owned airplane, direct operating costs include the amounts permitted by the Federal Aviation Regulations for
non-commercial carriers. Named executive officers are permitted to invite their spouse or other guests to accompany them on business trips when space is available; however, in such events,
the named executive officer is imputed income in accordance with IRS guidelines. The additional cost included in the table above is the amount of the IRS-specified tax deduction
disallowance, if any, plus any additional carbon credits purchased with respect to the named executive officer's personal
travel.

**

Certain charitable contributions made by the named executive officers are not eligible for
matching under the Matching Gifts Program and therefore are not listed above. The former Progress named executive officers were not eligible for the Matching Gifts Program in
2012.

***

These types of perquisites were provided by Progress Energy prior to the Progress Energy
merger. Duke Energy has discontinued the practice of providing such perquisites.

The amounts reflected above for the value of accelerated vesting of stock awards (including
amounts for Messrs. McArthur and Mulhern reflected in the "Stock Awards" column) include the following amounts that were offset for
Messrs. Johnson, Lyash, McArthur and Mulhern as a result of an inadvertent overpayment in February, 2012, of performance shares for the 2009-2011 performance period: $634,289;
$149,185; $160,939; and $129,081.

(6)

Mr. Rogers did not receive salary or bonus from Duke Energy during
2010-2012. As previously described, he is covered under an employment agreement with Duke Energy that provides compensation primarily through stock-based
awards.

(7)

Mr. Johnson resigned effective July 3,
2012.

(8)

Mr. Lyash resigned effective December 31,
2012.

(9)

Mr. Jamil served as Executive Vice President and Chief Nuclear Officer as of
December 31, 2012.

(10)

Mr. McArthur resigned effective July 11,
2012.

(11)

Mr. Mulhern resigned effective July 11, 2012.

GRANTS OF PLAN-BASED AWARDS

Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)